You Make Me Feel Good
by LillyMorgan
Summary: After catching Michelle stealing jewels, the new mystery she brings into Peter's life defines his next adventure. There are new dangers coming to NYC and Michelle is playing a bigger part in Spider-Man's mission than Peter ever imagined. Post-Civil War, prequel series to Homecoming. No spoilers yet! Peter/Michelle.
1. I Doubt Myself

Peter never knew just how complicated high school was going to be. Everything you saw on TV and in movies was relevant, yes, but it didn't quite cover all of the conflicting feelings on the subject. Yes, it was scary. It was nerve-wracking really. It was full of beautiful girls - like Liz - who distracted you at every turn. Then it's full of fat mouthed bullies that don't know what's coming to them in their sad, sad futures. That was all to say without mentioning the drama and conflict going on behind the scenes, pressure from parents - or in Peter's case, his aunt.

It's not that being in high school was just terrifying - but when you'd been through all he'd been through, it was boring. That was the scariest thing about it. Perhaps he never let his feelings bubble to the surface, but inside he couldn't help thinking about just how much else he wanted out of his life, out of this bubble full of cliques and locker room scuffles. He had fought the Avengers - he still couldn't believe it himself. He had been evaluated by Tony Stark's people. He had a costume designed for him. He had training. He faced off with Captain America.

His dreams were coming true, he was becoming a real superhero and he couldn't tell anyone. Stark tried to relate to him but always missed the mark. Peter was alone in his experiences. He had no one to tell about just how isolating it was to get everything you wanted and then be expected to go back to a life where all you looked forward to was running away. He scribbled furiously into his notebook during physics, trying his best to drown out the four walls around him. He tried to ignore the teacher berating the football players in the back and the girls painting their nails in front of him. He drew himself again, reimagining Spider-Man in an image that maybe he would be able to stomach.

He didn't think that going back to his old life would feel quite so green. High school life was nothing like the real world. Out there, he was a hero. How was he supposed to go back? He couldn't understand why he had to go through with returning, why Stark couldn't find a way around it for him. All Tony would talk about was the value of enjoying your youth while it lasted but Peter didn't think he had anything to enjoy.

"Parker, stop doodling," He heard his teacher quip over his head. He stopped immediately, slowly snaking his arm behind him and ignoring the chuckles from his classmates. Peter wasn't one to think he was above anybody, no, but he was over it. Over it was just the best way for him to say it. He was tired of being alone and feeling felt like no one except his best friend Ned could understand him. Ned was a sore subject too. Peter was grappling with whether to tell him his secret. Really, the only person stopping him was Tony Stark, and Peter knew he wasn't going to fight him on that point. He heard a snort from next to him and saw Michelle just as she turned away from his sketchbook, returning to her reading.

"Got a problem with superheroes?" He asked as bored as she looked. She shrugged, continuing to read her book.

"Spider-Man is cool," she breathed out, uninterested in pursuing the conversation further. Though her words had no investment in them, they were enough to make him smile briefly. He wished he'd had a moment to ask something but he knew it wasn't worth it with Michelle. No one could really call her out from her reading.

Peter had this problem with staring. He realized this when he saw her look him in the eyes just moments later. He had been thinking about the look of her, how exhausted she seemed as she smiled into her book, when she caught him. She raised an eyebrow, as if ready to take offense to whatever insult he looked like he had been gearing to send her way. He knew she was quite used to them. Occasionally throughout the year, he'd hear guys give passive notes about her looks. The one time Peter tried to jump in to her defense, she'd yelled at him, so he knew better than to try and save her. Now though he was tempted to apologize because he knew she was expecting the worst of comments.

"Sorry, I was trying to read over your shoulder," He lied. He used to be a terrible liar, but habits build steady hands. She brightened at that, like hearing about someone taking an interest in her books was a radical idea she could get behind.

The school bell interrupted them. Peter had to say he regretted that a bit. He almost never had a chance to connect with Michelle and it would have been nice to connect to one other person at this school. He didn't know why but the girl always made him curious. She seemed like a very decent kind of person. He didn't know much about her despite their years at school but something in the way she acted was particularly confusing to him in a way he wanted to solve. Perhaps his interest stemmed in that she was just about the only other person at this school who looked as tired and bored as he felt all the time.

"See ya," She mumbled as she picked up her books and walked the other way. He was swiftly reminded they couldn't be friends, because she never really liked him. She tolerated him and Ned more than the other kids at this school, but never by much.

* * *

Lunch was its usual routine with Ned. Ned was talking all about his new Captain America comics and Peter had to admit even he found them super interesting. Meeting the real thing is really no form of satisfaction when you're a fanboy. He tried to withhold his own personal gut wrench at knowing the events passed between Captain and Tony. He'd heard the rumors while he was at the Avengers Institute. Looking at Ned as he grinned at the illustrations, Peter wondered about what kind of joy he'd get out of telling his best friend the truth about his summer.

Michelle sat alone at the table next to them again. It was where she always sat. Occasionally the table would be full when the cafeteria was overflowing with people, and on those days, Peter and Ned would sit with her too. However, the cafeteria was bare, and that gave her the time she needed to seclude herself into a cave of hardcover books. Peter didn't know what had possessed him to interrupt her, but he found himself suddenly standing up and walking to her.

"Hey, so," He started lamely, already forgetting what he'd had to say. She was staring at him expectantly, sipping her school-supplied chocolate milk. Though he'd seen her sit down minutes ago, he noticed all the food was already gone from her tray. She must have eaten fast. "What do you like about Spider-Man?" he asked lamely.

"I think the general concept of any man being able to swing from a string attached to buildings is pretty impressive," She answered briefly, clearly still wondering what he was doing there. To make matters worse, he couldn't stop himself.

"Yeah, I guess," he tried, looking again to her tray. "Do you want my food? I'm not going to finish it. My Aunt May made me a sandwich-" he was talking too much and it was so hard to stop. She looked at him, as though debating something.

"Sure, I'll take it," she said, a hint of a question in her acceptance. He picked up the food from the tray in front of Ned's own, and he collected it in his hands before bringing it over to her, carefully putting each individual item in the right tray slot.

"Enjoy." Peter asked himself very sternly in his mind just what he thought he was doing. The entire day, he felt like he'd been overthinking everything. Knowing that Michelle thought Spider-Man was cool provided a kind of self-indulgent distraction that he needed. He didn't want to keep thinking about secrets. He wanted to talk about Spider-Man. And yet, having had this realization he turned away from her and went back to Ned who was looking as confused as Peter felt.

Peter had to find a better grip on this secret. At this rate, he was doing some desperate things just to get distracted.

It took everything in Peter to resist approaching Tony Stark again. It was easy enough to get on the roof of his tower. That was one way the teen could always outsmart the billionaire. Tony often used him as a way to test his security mechanisms and Peter was still outperforming his inventions when it came to home security.

Peter knew he couldn't keep running to Tony with his problems though.

* * *

Deciding perhaps he could let off some steam, he broke one of Tony's rules for him. He quietly locked his bedroom door and slipped his limbs into his costume, tossing himself out of the window and escaping into the night. Uptown, his best bet was watching over the neighborhood and hoping something would happen. He knew if he headed downtown, he was a lot more likely to find something to do.

Crawling by a strip mall, he arrived just in time to watch men running. Where there was once a glass storefront display, the shattered glass was sign enough of what had happened and he took off in the direction of the men running away. Before long, there were 4 culprits tied to an alley wall by his net and police sirens in the distance as he flew his way back, knowing no one was around. He saw jewels strewn along the ground in random places from where the thieves had dropped them. He left most of the jewels stuck to the thieves' hands so the cops would have the evidence they needed. However, he had learned the hard way that despite reports of theft, the police were not always diligent about returning all of the stolen property, especially not once it was reported as 'lost'.

So there he was, probably a comedic sight, walking down a sidewalk and picking up every pearl and gem he could see. By the time he made it back to the jewelry shop, it was probably just 10 minutes later. He used his web to seal up the glass wall, and he used the front door to enter. The store was dark, empty of people. There were mannequins strewn across the floor, easy to assume that they were there after the thieves did their business. As the door chime jingled out its tune, his hairs stood up when he heard a slight stumble. Had he missed someone?

He crept through the store slowly, hearing a scramble accompanied by the jingle of necklaces colliding. He stuck himself up on the ceiling hoping that he could use the element of surprise. Seconds later, he was above her, a small framed girl hard to make out in the light. She pocketed the necklaces and quickly zipped her bag. One hand to her purse strap, she rushed her way to the door. Peter was about to stop her when he saw her turn just as she reached the door, looking to see if anyone was following her.

She opened the door, and Peter reached his arm out. Simultaneously, the cheaply made ceiling tile he was on caved to his weight. Not even by an inch, the web missed her arm and hit her purse instead. She pulled once to resist her arrest and the purse fell open. Peter, meanwhile, was trying to catch himself, his mask pulled off by the sharp corner of one of the shelves. Picking up what she could she raced again out the door before Peter could even hide his face and reach her. By the time he got to the door, she was already a block away. He couldn't even glance at his mask before hearing the police sirens go off. Running away was more important than catching her he decided. Looking down at what she left behind, he saw a wallet and brightened. He had a chance!

Before he even opened it, he made sure to plant himself on the mall's roof. He watched the police make their way around his web before he finally got through the wallet. It was a simple purple zip-open. He could have sworn he'd seen it before. Making his way through the very little cash and many different business cards, he finally found something incriminating - a school ID.

The style of it was perfectly familiar. The purple edges, the white stripes, the graduating year labelled on it in big yellow letters. It was almost as familiar as the girl in the picture.

Michelle.

Peter felt sick to his stomach.

Had he seen anyone else (except maybe Ned), he wouldn't have been quite so surprised. There were plenty of kids who got themselves into trouble all the time at that school. Michelle had never been one of them. She was the girl in grade school who'd threaten to rat you out no matter how small the rule you were breaking. She was a stickler and a studious one at that. Peter couldn't remember the last time she was without a book in her hand. He remembered seeing her read during their middle school graduation, and he remembered how much he made fun of her for it.

Michelle wasn't a thief.

* * *

The next day at school, he wasn't quite sure how to deal with Michelle. He still had her wallet. He didn't know what to do about it, but he hoped that he wouldn't see her at school so that he wouldn't have to think about it. The whole day could've been a good one. He was briefly distracted during gym, when Liz talked to him about her new sneakers. Peter couldn't remember a word he had said, but he made Liz laugh at some point so he called it a win. He'd managed to avoid Michelle all day until he was back in physics class. She sat next to him when she arrived at class, looking exhausted like always. He wanted to believe she looked even more tired than usual but he couldn't actually confirm that. Maybe he was just wanting to see guilt where there wasn't any.

As she sat, he resolved he wouldn't say anything about it.

"Are you drawing flying men today or will you actually be paying attention?" She asked, not a hint of malice in her sarcasm. He couldn't believe she was making conversation, but he supposed he'd deserved it.

"I'd rather give the hero thing a rest," He mumbled, gluing his eyes to the board as their teacher continued talking. He hadn't been listening ever since Michelle entered the room.

"I thought I'd just pick partners randomly, but it seemed a lot easier to just make you work with your neighbors," the teacher explained. "And don't forget this project is worth 50% of your midterm grade."

"What?" Peter asked quietly startled out of his thoughts.

"We're partners," Michelle answered in her usual bored tone. They were partnered up often on in-class assignments, but never anything significant. He looked at her nervously. She noticed his stare after a few minutes, whispering so she wouldn't interrupt their teacher. "Is there a problem?"

"You've got something in your teeth," He lied calmly. He never thought he was a very passive aggressive person, but he couldn't feel guilty about it long, considering Michelle's quip back:

"You stare too much."

Maybe he was being aggressive, but he spent most of the day stomping around the school, trying to figure things out. He had no one he could tell, but Ned had picked up on something being wrong. Peter typically didn't get so angry, not for this long. He'd been moody for ages now, but it seemed like something about this had really set him off. He just couldn't imagine that even someone like Michelle could be a let down. There were really so few truly good people out there. He was used to living in a city full of crime and people who made bad choices. He knew whatever prompted Michelle to steal could have been significant, but he couldn't imagine how. All during lunch he found himself glaring in her direction and trying to figure out whether the crime was one of greed or one of impulse.

Before long, lunch was over and Peter was still debating whether or not he was overreacting. His feelings were getting the better of him lately. He spent an entire week ignoring Ned once when he wouldn't stop asking why Peter disappeared over the summer. Maybe it was time to check his attitude.

School let out and he looked to his phone for the first time all day. Two hours ago, he had received what was just a brief flash of text. It was Tony Stark, but he put the man's number under a false contact 'Anthony'.

 _Anthony: Don't forget to keep your head low._

Peter scowled. It was time to get Michelle her ID back, he decided just as he ran home to suit up.

* * *

 _A/N: Info time! The biggest off-canon change is that this takes place after Peter's cameo in Civil War but a year before Homecoming rather than two months. It is the start of Peter's freshman year in high school and he's just finished helping Tony Stark a few weeks ago._


	2. Too Proud To Ask For Help

There was a sudden realization for Peter in his planning that confronting a girl from his school was not nearly so simple as confronting any other criminal. There was a certain element of it that made him feel like a stalker. Unlike with any gruff criminal, he couldn't confront her on sidewalk without scaring her half to death. Though Peter hated it, he couldn't just stick her to a wall. Finding out when to speak to her by watching her walk felt more and more creepy as time passed. Eventually, he just watched from as far away as he could to feel less like he was doing something wrong.

Peter took a faint notice to the fact that her brother wasn't picking her up a few blocks away like he always remembered. She used to brag about being walked to the library every day. Peter knew her brother went to school in the area, so he figured it must have just been an off day. Michelle would have told him if that routine was broken, she always had a way of sharing the more thoughtless details of her everyday life. As classmates, he knew plenty of useless information about her but never anything significant.

This was feeling less and less like something Peter thought he'd want to do, but he had to take the lesson he learned from Tony. Steve Rogers betrayed his trust (though the exact details as to how, Peter had yet to find out). Tony pursued him though it was difficult to do because they were friends. Peter remembered all through his training that he was taught about how to stay true to his morals. It was difficult to confront people that you knew, but it was important work that needed to be done.

He followed her to a park, making himself visible to her from up in a tree branch above the bench she had parked herself on.

"Meet me by the bridge in an hour," He announced to Michelle, pretending not to notice her flinch when she first saw him. He knew a more public place would make her comfortable, there were plenty of rooftops near the bridge where they could have had their conversation.

"Why?" She'd said.

"You know why."

* * *

"I'm surprised you came," He admitted. Peter saw her the moment she stepped foot on the raised platform.

"What do you want?"

"Let's talk somewhere more private."

"What's more private than-" Peter didn't really ask her permission before lifting her to join him on the rooftop of the nearest building. Michelle screamed at the top of her lungs, and he was suddenly glad the building was so tall that no one would be able to hear or become alarmed. He tried to steady her when she landed, realizing she was shaking. "Afraid of heights?" He asked, trying to play it off.

"That was HORRIFYING," She answered him honestly, pushing him away from her to no avail. "Don't you ask people before you do these things?!" He'd never quite thought of it that way. He loosened his grip so she could get the space she clearly wanted.

"That'd probably be a better idea, yeah." He agreed sheepishly. Peter was so much more used to dealing with gruff criminals and rogue superheroes.

"What do you want?" she asked him, fear in her eyes masked by the angry expression on her face.

"We should talk."

"I don't know you."

"But I know you," he answered, pulling out her wallet with her ID on display. Peter didn't know when he let Spider-Man's persona form, but he could really feel the act radiating off of him when he talked to her. "I've met plenty of kleptomaniacs in my life, but definitely never a girl your age," He started, scaring her out of her frozen state.

"What?!"

"What do you think you're doing? You're way too young for this."

"I don't know what you're talking about," Michelle insisted, still clearly startled. He felt bad for scaring her this much and Peter willed himself to calm down.

"I just don't like seeing good kids like you getting themselves into trouble." Peter really couldn't tell how presumptuous and condescending his tone could get when he was in costume. He just felt like he was being himself now, a hero. This was Spider-Man speaking now, and he just wanted what was best.

"You don't know anything about me." She was pouting at him, clearly just waiting for him to keep going. After a long silence, he decided she needed to get the message as to just how long this conversation would be.

"Let's just start at the top, why did you steal the jewelry?"

"Are you going to turn me in?"

"That depends on your answer," He said, realizing now that he was just scaring her in an effort to get her to tell him the truth.

"I needed the money."

"Why?"

"What do you want?"

"For you to tell me whether or not this is worth turning in to the police."

"Please don't call the cops." Her switch into fear was so immediate Peter could only wonder what had triggered it.

"What were you doing that night?"

".….I was just walking past the robbery when I saw all the windows were wide open. The door was cracked, I saw all the jewelry. You don't understand,"

There went his pity. "Of course not."

"We need the money."

Peter felt like he'd been slapped in the face. "What?" Michelle had never been particularly well off, but he remembered having seen her house once when they were younger. She lived about the same way he did then, comfortable.

"Please just don't call the cops. I promise I won't do anything illegal ever again, just please don't tell anyone. I'm sorry."

"You have to explain."

"It's none of your business." Peter was being left to a million mysteries and none of his questions were even answered. She was right though, being Spider-Man didn't give him a right to pry. "Are you going to let me go?" It took him a minute to decide before-

"Yes." He handed over her ID and wallet.

* * *

Peter woke up the next day willing it all to have been a nightmare. He glared at his suit, as though it had made the decisions for him. He went to school dreading that Michelle would show up. When she wasn't in their first class together he let himself get worried. He wondered all the places she might have been before she finally turned up for the next class - Physics again.

He had never been more grateful that Michelle was such a stickler. There was so little time for small talk as she talked about details for the project, speaking the whole time and never really giving him an opening to respond. Peter was sure on another day, that would have been upsetting, but today it was a welcomed relief.

"Peter? Did you hear me?" She inquired, as though she'd been trying to get his attention all this time.

"Sorry."

"You look exhausted."

"Long day. What do you need?"

"Where are we going to meet?" Peter tried his best to resist asking about her home. He'd thought long and hard about their meeting the night before and he'd decided the best thing he could do was respect her privacy. "We can't meet at my place."

"Why not?" Peter internally winced. He really didn't think he'd be so weak to his own curiosities. He looked away when he watched her face twist, knowing he'd done the wrong thing. "We can do it at my house," He volunteered quickly, chickening out of his own interrogation. "Saturday."

* * *

Peter had spent most of the week watching her when he felt lost. He got a few updates from Tony's office regarding his new costume. They encouraged him to give its features a try without getting into any trouble. He knew that meant they'd be watching the news to make sure he didn't interfere, so he figured perhaps trying to figure Michelle's story out would be worth a shot. Peter was hoping to stop her and ask for the jewelry back. Even if she needed it, he didn't have a right to neglect that she should be giving the property back. After all, it wasn't his to give away.

For a day or so, when he did look for her, Michelle wasn't really doing anything out of the ordinary. Every day she left school, stopped by the park on her way to the library, then got home at about the right time for an early dinner. She almost never deviated from her schedule. One day, though, she went straight home. Peter told himself not to think anything of it, knowing better than to read too much into everything. He was already watching her schedule patterns, this couldn't get any more disturbing for him. He was about to leave his post when he saw her deviate.

Before long, he was trailing behind Michelle to a coffee shop where she was meeting with other girls he'd met in his year. They were inside for hours. He rationalized his actions to himself, noting that Tony had asked him to retire for the time being. This wasn't about fighting crime anymore. He just wanted to keep his friend Michelle out of trouble and he couldn't do that as Peter without revealing his identity as Spider-Man. This would be for the best. It was a healthy distraction.

Though Peter really tried to keep a low profile, he ended up assisting in a car chase between the police and some suspected kidnapper on the main highway. It was really only a matter of minutes, but from then on he sat on the rooftop of the cafe Michelle was in, tracing himself in social media as he watched live footage of himself. The debate about whether he was helping or hurting the city was still on, as it had been since his first sighting. By now, he'd learned not to let it bother him too much. Peter took that lesson from Tony, for sure, remembering how hated the man once was. In time the city would understand him too.

Peter was laughing about a post noting his upgrade in apparel when he noticed Michelle was leaving the cafe. He followed her again only to realize that she was just going home. Looking down on her, he decided then and there that he'd just wait a few days and inquire again. He had to get back to his own life. Aunt May was becoming increasingly concerned about how late he would stay out. Just as he was about to give up the tracking, Michelle left her home again. It had been only minutes later, but there she was in all black, dressed much unlike her.

Following behind her, Peter suddenly resented being in a city of tall buildings, though he knew his superpowers would be useless otherwise. It was just so hard to see her closely from rooftops and climbing the sides of buildings would slow him down. He tried make out details in his rush. She was wearing a hood over her head, her hair all tucked into her sweater. He didn't recognize the area they were in, but when she stopped in an alleyway next to a bar, he really wished they were anywhere else. "Michelle, what are you doing?" He mumbled to himself worriedly.

She looked around before she started texting on her phone. Moments later, a guy about five years older than them both appeared. "What are you doing here?" He demanded. "Do you know what time it is?"

"Please Benny."

"No, you shouldn't be here. Vin would not want you here. It's late and you have school tomorrow." Michelle pulled something out of her sweater. Peter craned his neck over to get a look. It was as though a single ray of light hit it and he just saw the glimmer. The jewels. "Where did you get that?"

"Your dad owns a pawn shop, right?"

'Benny' took them from her. "Where did you get those?"

"It's not important. Can you sell them?"

"You can't afford these."

"I found them. How much can you get for them?"

"At least a few grand."

"Then do it."

"Michelle, what did you do?" She never answered despite the long silence. "Vincent would be worried about you. I am worried about you." Still, she didn't speak. Peter wondered what he was missing. Peter knew 'Vincent' was the name of her brother. "Fine, I'll do it, just get out of here."

"I need a promise. Vin said I could trust you."

"You can, but I need you to get out. Do you know how not okay it is for you to be here?" Peter didn't need to see the shrug to imagine that was her answer. "Have you seen him lately?"

"I tried to visit these last weeks. They said he lost privileges because of fights with other inmates."

"That doesn't sound like him. Fighting."

"It's not him. I've been looking into-"

"Stop that. Look, I'll look into that, I'll figure out the sale, I'll worry about it. You worry about school. Vin would kill me if he knew you were even here talking to me." Michelle never even got to answer. The bar door opened again, a fight breaking out into the alley. Benny had backed away in time but Peter had seen the punch that accidentally pushed Michelle to the ground. The two men fighting were large, two times his own height and three times his width.

Peter immediately hit the ground, in action the moment he saw Michelle get pushed. She was in no immediate danger post-fall but he couldn't help but get involved. What he didn't notice was the flood of people who had been following the fight, trying to split it up themselves before he intervened. He saw the flash from the phone video taping the fight but he didn't stop. In what felt like not even a minute past, Peter had ended the fight. Before he could even so much as turn to Michelle, he was picked up by some crushing, stiff metal hands and torn from the scene in seconds.

Moments later, Peter was dropped onto a rooftop watching Tony Stark fly just a foot above the roof.

"What exactly do you think you're doing?!" He yelled, his suit unmasking his face. Peter tried to swallow but it was like there was a lump in his throat.

"This is not what it looks like!"


	3. See Me Beside Myself

"I saw you on Facebook," Tony started. "You've got some great footage. You ever think about what could happen if anyone caught you? Do you know how easy it was for me to find you?"

"How did you get here so fast?" Peter asked first, though he had a whole slew of questions at bay.

"Do the math, genius. Let's go."

"Where are we going?"

"You're coming with me." Tony's tone had never been so serious before, Peter had never heard him sound so indignant.

* * *

Arriving at the Stark Tower, Peter spent every moment since he touched the ground working on his phone. Tony, with his back to him, began his lecture on why it was so dangerous for him to be out fighting crime at this hour.

"And honestly, a bar fight is beneath you. Let people handle it, that's what the cops are for-" Tony turned, having finally cooled down only to see that Peter was on his phone, clearly not listening at all. "Are you really texting right now?"

Peter immediately put down the phone, hearing in the inventor's tone that it had clearly put him off significantly to think that he wasn't listening. "I'm sorry, I was just-" Tony confiscated the phone to look at the screen. It was a google search for the distance between Manhattan and Queens. "-doing the math." The only way to fix this was to explain his logic, he assumed. "I figured it out from your record speeds. Your suit averages at about a mile a second at its fastest. Assuming about 11-13 miles between central Manhattan and Queens-"

Tony nodded, at least relieved that this conversation wasn't taking the turn he thought it was. "You don't have to finish that, I know what twelve times one is."

"I'm sorry," he started, not sure what he'd have to apologize for first.

"This is exactly what I'm talking about. You are a smart kid, Peter. You should be focusing on school." Tony was really, really hating how much like a father he sounded in that moment. He was just seconds from saying 'disappointed' out loud, like a proper tool. He took a moment to edit his own line of thought. He had to try to understand. "Why were you there?"

"It's a long story."

"Try me." Peter knew he couldn't tell the truth. He was also a bad liar, so he quickly found a version of the truth to tell. He let go of some honest facts he'd been unable to say to anyone.

"I can't just go back to school. How am I supposed to forget this summer? It was the best time of my life, fighting in the Avengers, helping you, I can't just pretend I'm a normal kid anymore. Being Spider-Man is the only time I even get to be honest with myself." Tony raised a hand, a gesture for him to stop speaking. He quietly considered his options, recognizing that Peter's plight hit a little too close to home.

"My hands are tied here," Tony said after a long silence. "I know where you're coming from, but you have to go to school. Think of your aunt. What would she do if you got hurt out there?"

"That wasn't exactly an issue last time," Peter retorted. Tony sighed. He deserved that one. He really was still getting used to the idea that it was fine to use Peter when it was convenient.

"I'm taking you home-"

"But-"

"Give me a few days to figure something out. I hear you. I really do. You've got to trust me on that." And with that, Peter was satisfied that he could at least wait just a little longer for some answers.

* * *

Tony had taken him home, but just as soon as he got out of the man's car, he waited until he was out of eyesight to hurry over to Michelle's home. Peter knew he'd regret going home without at least making sure she'd made it back okay. It was practically pitch black around him. He was sure he'd never seen such a dark night in his life. Queens was pretty lively and bright, usually. It wasn't as bright as Manhattan, but still.

Her house certainly didn't benefit from the low light. The color of the concrete looked like the dullest grey. He couldn't help but notice how dirty the place looked, by the sight of the garden. The plants looked like they hadn't been cared for in weeks. The door had a Christmas Wreath on it when it was almost October. Climbing the overgrown tree out front, Peter peeked through her window just to see if there was someone in the room. He'd seen the lump on her bed move and hoped that it would be enough to just assume that it was her. Not wanting to invade her privacy, he left it at that. He could rest knowing that she'd gotten home alright.

* * *

Peter had banked on sleeping in the following morning. When Aunt May called his name, he'd been ready to ignore her until he heard her actually bang on his door. "What's wrong?!" he called through the door, realizing as he woke that he'd never changed out of his suit.

"Michelle's downstairs, I just buzzed her in," May told him. Peter scrambled out of his bed, resisting the exclamations that threatened to come out of his mouth, for fear that Aunt May was still listening.

"Thanks," he said, choosing not to tell her that he'd completely forgotten about their meeting. Peter raced to his closet to pull on sweats, realizing that he'd have to skip the shower and hope for the best. Racing to the door without so much as a glance in the mirror, he ran across the apartment to reach the door before his aunt could make it. Just in time, he answered the door before Michelle could even knock.

Clearly, that took her by surprise. "What, were you watching through the peephole?" she joked in her usual disapproving tone.

"Weird coincidence. Hi," he flinched at his own segue. She was staring at him strangely for a moment, and Peter had the most irrational fear that she somehow found out his secret.

"You look like shit," Michelle observed finally. He sighed out in relief. He was about to answer when he noticed the bruise on her neck. She was swearing a sweater, so it was hard to tell, but he knew he'd seen it for just a moment.

"Are you okay?" he asked, nodding at the mark.

"I should be asking you that question. Were you going for a faux hawk look or-" Michelle had never been the most pleasant of people, Peter was reminded.

"Enough about me, thanks." he said, trying to keep things civil and moving on from the subject of how bad he looked. As they made their way inside, Michelle somehow managed to turn into one of the most polite people he'd ever met when she began speaking to his aunt. May loved Michelle. Peter knew by how often she asked about her. He had to be relieved that Michelle was so nice to May, as he knew he wouldn't be able to handle anything less, but it was still strange to see her so….well-mannered.

It didn't last too long though as his aunt left for the grocery store, a stack of pancakes left on the table for him and Michelle. Aunt May wasn't the best cook, but he liked that she'd tried to make something good for Michelle.

"Do you mind if I have some of that? I haven't eaten yet," she noted. Peter didn't say anything, he just shrugged. While he had every intention of trying to bring up the night before, or at least the bruise, he knew there was no right way to do it, so he spent most of their time together either focusing on school or on his plate of pancakes. Everything they talked about was relevant to their physics project until about an hour later, when he realized she'd been quiet too long and noticed Michelle staring over to the side. Following her eye line, he saw a picture of himself with his Uncle Ben. "How have you guys been holding up?" she asked suddenly, her voice much softer than he was used to.

"Fine," Peter said first. "Or, well, better. I have been anyway. Aunt May doesn't talk much about it." Peter realized the more he looked at the picture, the more he wanted to say.

"She's seems better lately, for sure." he tore his eyes away from the photo to look at her, question clearly on his face when she met his eyes and answered his thoughts. "I see her at church."

"Oh right." It was his turn to recognize her question. "Aunt May doesn't really want me to go to church with her. That's why I don't go." he hoped that she'd understand against all kinds of logic, but he knew better than to assume. "My parents were very secular, just like my uncle. She doesn't think it'd be right for me to go if it's not what they would have wanted."

"Ah, I see," Michelle answered politely, as though trying to relieve him of his own need to explain. He saw a look in her eyes he hadn't even seen at Uncle Ben's funeral. Back then, she looked at him with pity. Now there was some kind of understanding in her eyes he couldn't pinpoint.

The moment was officially uncomfortable, he could tell by stirring in his stomach and the look in her eyes right before she turned away.

"So any ideas?" Peter asked, hoping that would be the end of that.

* * *

Though at the time he hadn't wanted to approach the subject with her, once she left Peter couldn't help but feel like he needed answers. If he was going to try to help her, he needed to understand what was happening to her. He waited until the afternoon, hoping to spend some time with his aunt and finish up his homework. As soon as he was able, he pulled on his suit and headed to Michelle's house hoping she was there. Peter had been hoping she'd be somewhere less creepy for him to visit her in, but naturally that meant she was in her bedroom by the time he arrived. He tried to figure out a polite way to get her attention, but he knew that ringing the doorbell simply wasn't an option, so he settled for throwing pebbles at her door from the nearest tree branch. At first, he had startled her, but she didn't look as angry as usual.

"Shh! My father might hear you," she warned as she opened her window just enough to let herself stick her head out.

"I can come back later," he noted. She didn't answer that.

"How did you find me?"

"I tried to track you down after you stole the jewelry. Don't think I've forgotten that part."

"Is that your store or something? Why do you care so much?"

"I just came to see if you were alright after last night," he interrupted, hoping to get on to what mattered. She didn't have her sweater on anymore and the bruise was visible. Michelle pulled her shirt collar higher to hide it.

"Why were you there?"

"A simple thank you would be nice," he joked hesitantly, knowing he didn't mean it. He just didn't have a good answer for her.

"Thank you," she answered, lacking the sarcasm in her tone that he would've expected. "I mean that. I still don't understand why you came."

"If you're expecting me to just let the whole jewel thief thing go, you clearly don't know anything about me."

"Don't you have bigger criminals to be worried about?"

"I'm retired for the moment. Necessary evil," he said, trying to play it off with a casual tone. "That doesn't mean I'm not worried though. Seeing a good kid get themselves into trouble isn't something I'm just going to let slide."

"Why were you there last night?"

"Happy coincidence. I saw you get pushed though. Thought 'well, I can't help her if she gets crushed by two drunk dudes', so I figured I'd help. You still haven't told me why you need the money. Any chance I can get the jewels back?" he asked, playing dumb.

"Any chance we can have this conversation somewhere else? Anywhere else?" she asked, glancing back. Just as Peter was about to agree to her terms, he could see in his eye mask that he was receiving a message from Tony, asking him to hurry over.

"Can we do a rain check?"

"What?"

"I'm getting a call. Meet me at noon tomorrow, at the Pullman Library." he tried not to wince when he realized he'd picked the library she visited every day. "On the rooftop. I gotta go."

* * *

Peter rushed over to Tony's, sure that it had to be an emergency for him to be calling him over. It took some climbing to get to the deck floor of the Stark tower but he'd made it in record time.

He found the man sitting with his feet up on the coffee table. Though he was far away, he could only assume what was in his glass was not water.

"Hey kid," he heard the casual greeting from outside the windows before Tony opened the door.

"Where's the fire?" he asked, still out of breath from having rushed to get there quickly.

"No fire. I found the solution you wanted," Tony offered, clearly optimistic. "I was talking to a friend of mine about training you."

"Training?"

"You want to be an Avenger someday, right? If you agree to hop off the vigilante justice train, I'll make sure you get the training you need."

"Weren't you already doing that?"

"Fair enough, but I'll help train you myself if it'll keep you off the beat." Peter couldn't help but think that sounded a bit too generous for Tony's usual demeanor. The man was pretty fond of keeping his distance.

"Alright," he answered hesitantly. "When do we start?"

"Monday."

"It'd have to be after school."

"Okay. When is that?"

"When does school end?"

"Yeah, when is that?"

"I don't know, like 3:30?"

"Okay. Sure." Peter didn't know what to think, so he just turned to leave like he supposed he should. It seemed like that was all they had to say. "Oh and Peter?" Tony called to him. "I know your secret."

"What?" he asked, not sure what Tony was referring to but nervous at the mere sight of his smug smile. Tony pulled up a video on his phone, set up the vertical hologram and played the video of the bar fight, looping the moment between the two men entering the alleyway and his entrance on scene. It seemed like he had pulled footage from a camera set up that wasn't from Facebook. Perhaps it was a surveillance camera he hadn't seen. During one of the loops, Tony paused at a frame where you could see Michelle's face clearly.

"She's cute," Tony said with the deepest insinuation that the words could possibly hold onto. Peter's face went from one of concern to a simple glare.

"That is not-"

"No judgments here," Tony told him with a shrug.

"That is not what happened."

"Off you go, Spiderboy. See you Monday."

"It's-" Tony pushed him gently out and closed the door to the deck. "-Spider-man," Peter finished, knowing that Tony wasn't listening.


	4. Don't Have To Explain It

After taking another swing in the gut, Peter had to call for a break. Limply hugging the floor, he wheezed for air as Tony approached him. They had been sparring for about half an hour, Peter having to fight Tony without his suit.

"This is sad," Tony noted.

"This is crazy!" Peter didn't want to complain but after a week of this, he'd had enough. He knew he was in training but Tony went very hard on him whenever they practiced. "When is our training going to stop kicking me in the ass?"

"You're right. We should cancel all of this. Just skip training altogether. You go back to school, I go back to doing anything but this-"

"Okay, okay," Peter got up slowly, having to pick himself completely off the ground like a sticky piece of gum. Every part of him was aching. He pulled his arms back up.

"I'm proud of you kid," Tony said mostly sarcastic before swinging again. He'd barely hit Peter before he collapsed. "Okay, I'm calling it. Take the next few days off. Keep practicing. Come back when you're ready." Peter stared after him, pathetically trying to get up and failing.

"Let me get back to street watch."

"You're at about saving cats from trees level."

"I can do more with the suit."

"You are only worth what you can do without the suit. Give it a few weeks, Parker."

* * *

A few days later, Peter had yet to hear back from Tony. He knew why he was being ignored. Somewhere during the break, he'd gone on to stop a few in-progress robberies on the local banks in his area. There was a system for figuring out when each of them was going to get hit, but he didn't really know what it was. Whatever the formula was for the timing, the police definitely had it pinned down so as long as he followed them, he'd always end up at the right place at the right time.

However, this led to him getting a lot of attention in the media and nearly getting caught twice. Every day the headline would feature Spider-Man, with pictures of the criminals that were caught. Peter was going to try and read some of the articles but he heard Michelle approaching him and had to shut down his tablet.

Getting through class was no big issue. She was generally occupied with her own thoughts. She seemed really fidgety, looking at anyone but Peter. Michelle asked him to be the one to get the book when the teacher called for them to pick up texts at the front of the class. He didn't think it would cause any issue, but raising his arms to get the book and then carrying it over was enough to keep him wincing the entire time. Michelle made eye contact with him, and waited as if she was expecting an answer. He didn't know what to say.

"Are you okay?" Michelle prompted.

"Why?"

"You can barely move without groaning and that textbook is only like two pounds but you look like you're getting your teeth pulled."

"I, uh, I fell down some stairs." The expression on her face was hard to read. She leaned in and lowered her voice:

"Is this Flash again?" Peter didn't think anyone knew about that.

"No! I told you."

"Right. Okay. Stairs." Michelle raised her hands in defeat. After a brief silence, she opened the textbook and continued. "What's the deal with you two anyway?"

"Just drop it already," Peter quipped back quietly. She didn't say too much after that and Peter regretted his words. He was starting to think that it was concern in her tone and he quite liked that feeling. He wanted them to be friends. It was hard to get on terms with this decision he had and Peter wished he knew more about the situation. Michelle wasn't one to open up but it was finally hitting Peter that she had to have a good reason for what she did.

He acted on an impulse as Michelle began drawing on her notebook. "How's your dad?" She stopped.

"Why?"

"I just don't think I've asked in a while."

"He's fine." She met his eyes, looking serious.

"I haven't seen him-"

"Just drop it already," She echoed. Peter nodded, realizing that reply was only fair. She started tapping her foot again, and it wasn't until he realized that she had stopped at any point that he realized she had been doing that all of class.

"Are you okay?" He asked after a minute.

"Just nervous." Peter never met her again the next day. He had asked her to go to the roof of the library. It had been a week since he promised to meet her and he hadn't contacted her since as Spider-Man. He just didn't have an idea or a decision on how to handle the theft. It didn't feel right to let it go all together but the only way to keep Michelle around long enough to understand what was wrong was to postpone the decision.

* * *

Peter tried to dash to his room and get his suit but Aunt May stopped him at the door as he was on his way out. She was trying to get into the apartment with all of her grocery bags. He put down his backpack and instantly took one of the boxes out of her hands.

"Peter! Where are you off to?" She asked curiously. He was honestly just startled to see her. It was too early for her to be out of work. "And don't say work. Today is your day off." It was so uncharacteristic of her to be keeping track of him, Peter didn't even know what to tell her.

"I just got here. I'm just going to go up and study. Big exam tomorrow."

"Oh." Her demeanor changed completely. "I'm sorry. I've just been worried about you. You've been at your internship so many hours each day."

"Don't worry," He shrugged, "It's fine." He went to help her quickly with the grocery bags. He started unpacking as soon as they finished bringing them in.

"You seem tired all the time. I just don't want this to hurt your grades or run you down."

"It won't." For the first time, Peter really worried about his schoolwork. Parent-teacher conferences were coming up and Aunt May was a huge stickler about school, worse than Tony. If his grades went down at all, he knew she'd force him to quit the 'internship'. If only she knew how much it meant to him. There was no other excuse he could have for being at Tony's so often. Peter knew this was one of the least of his problems but it did add to his worry.

* * *

Finally running out, he had to sneak out the window to get to Michelle. It wasn't that great an inconvenience, he just felt bad for lying to his aunt. It was one thing to keep secrets but he knew there was a chance she'd come and check on him. It'd look like he ran away to defy her or something and he didn't like the idea of that. He did his best to spare his aunt any grief.

Michelle looked so upset to see him when he called her into the alley as Spider-man. She had been heading to the library, as always. If there was one thing Peter could appreciate it was that at least her schedule was predictable, even if she wasn't.

"What's wrong?"

"You made me go up on that rooftop for nothing." She looked so much angrier about this than was reasonable. He couldn't even tell where it was coming from.

"I know. I'm sorry. I had to cancel. You might have heard, I've been busy."

"Yeah, it's all over the news. "

"Can we go up and talk about this?"

"I don't want to go up there." He really couldn't see why she was being so difficult.

"Fine, pick a rooftop, any rooftop."

"You're missing the point. I hate tall buildings."

"Like you're afraid of heights?" he asked, confused.

"Shut up." It seemed like a quip at him for figuring it out. Michelle turned and was suddenly staring at the street like she had seen a ghost.

Fear of heights. That made a lot of sense. Peter thought about how angry she was about getting picked up and taken to the rooftops. She hated getting picked up. It wasn't about him, it was about the altitude.

"Can-" Peter immediately forgot what he was going to ask when he followed her eye line.

It was Flash Thompson. Staring at them. About to reach for his phone.

Peter didn't even know what to do, he just immediately flew himself to another rooftop to get away. By instinct, he supposed, he grabbed Michelle too. When they reached the roof of the café across the street, she was out of breath and clearly uncomfortable. He winced. He couldn't even tell what was worse, the fact that Flash saw them or that he just brought her to a rooftop seconds after being told that she was afraid.

"Sorry, it's a habit."

"Please get me down, I want to go home." Though she didn't sound scared, her tone was empty. It seemed more like a request than a demand. He nodded and took her down to the sidewalk, without a word about it. She shut her eyes the entire time.

* * *

The next day at school, Peter immediately searched for Michelle the moment he walked through the doors. As soon as he saw Flash by Michelle's locker, he turned back around the corner to watch from afar. Michelle got to her locker, and was clearly trying to ignore him. Peter had to be relieved that Michelle was willing to keep a secret. She wasn't really answering his questions.

"But you have to admit his voice sounds familiar!" He heard after a few minutes. He didn't like to see Flash raising his voice at Michelle but it at least meant he'd be able to hear them.

"Thompson. It was the first time I met him. I don't know who he is or what he wanted."

"Just hear me out-" Peter came out from behind the corner, trying to look casual. "Hey Michelle." He never really visited her outside of class and lunch, but she wasn't surprised when he approached. Peter would just do anything to get Flash to go away. "What are you two talking about?" He could already feel the 'none of your business' coming, but Flash piped in instead.

"Parker."

"Thompson."

Michelle had been about to answer when she noticed the tension between them. "Okay. I need to get to class." She pushed past them and walked, not turning back even as they both stared after her.

* * *

The fact that Flash recognized Spider-Man's voice concerned Peter. Had Michelle picked up on that too? Maybe she knew who he was by now. He planned on inquiring about that during their class together but she never showed. She was marked absent and he couldn't really think of a good reason why. He took to reading the news on his tablet as he waited for her. After a few minutes, the class went on to start their lab project for the day. Peter worked alone when someone joined him. Looking up, he startled when he saw it was Liz. "H-Hi."

She chuckled. "I don't have a partner. Can we work together?"

"Yea-Y-Yes. Yes. That's-" He cut himself off when she started giggling. "That's fine." Peter understood in this moment the irony of how he was this training to be a superhero but talking to his crush was enough to make him forget how to speak English. She didn't seem to mind. He just hoped he wasn't blushing.

As they worked, Peter did his best not to stare. Focusing on the project kept him from saying anything stupid, but Liz seemed very interested in talking about anything but the project. That wasn't surprising, considering whenever he looked to her during the class he could tell she wasn't getting much done. Liz was more of a social person, she liked to talk too much to be able to focus during her projects.

Okay, maybe it was a little weird that he'd noticed that. Did that mean he stared too much? Was Michelle right about that?

Liz talked most of the time though so he never had to say anything. Suddenly Liz was saying goodbye and he realized that the class had actually ended minutes ago. He packed up quickly, realizing he was going to be late to class. Before he could walk out, he saw Michelle sitting at the desk closest to the door.

"Wait, you were here?"

"Came in late."

"Why didn't you come sit with me?"

"Liz was there. There was no way I was getting in the middle of that." She looked amused, like there was a joke he was missing.

"What's that supposed to mean?"

She laughed and stared at him for a minute. "Oh, you're serious." She didn't even bother explaining. Peter stood there and waited and she just didn't answer him. "Never mind." Peter wanted to get more out of her, but he knew better. Michelle was never one for straight answers.

"Shouldn't you be leaving?"

"My next class is here. And that's still none of your business," She noted. At this rate, he was starting to get used to that answer. It never seemed to be related to her wanting to offend him. If she wanted to offend him, he'd know. He knew her well enough to start recognizing those patterns at least.

"Where were you?"

"Flash Thompson. He's been really needy today." She shrugged.

"What does he want?"

"I don't know. He's always trying to copy my homework. Doesn't take no for an answer." She was such a convincing liar. Peter didn't like the chill it gave him. If he didn't know the truth, he'd have no real chance of catching her. "Thanks for interfering before."

"What do you mean?"

"I saw you around the corner. Thanks for butting in." Peter had to soak in the fact that this was probably the nicest conversation they'd had in awhile. "You're going to be late to class," She warned him, nodding at the clock.

Peter smiled. "That's none of your business."

Michelle actually laughed.

* * *

"You want what?" Tony asked, as though begging Peter to say that he misheard. Peter was in the middle of training, now sparring with a coach specializing in some form of combat that Peter couldn't pronounce or spell, but it involved sticks and reaction time. Tony was wandering around their stage, working on a diagnostic for Peter's suit.

This was so much more time investment on his part than Peter had expected. He had lowered his expectations after they talked about retiring Spider-Man. Peter still couldn't figure out why Stark was so available to him when he clearly didn't want Peter around.

"One of my classmates is convinced I sound like Spider-Man," He lied. It was an embellishment of the truth at worst. If Tony taught him one thing it was that lies that get results are worth the trouble. "If there was just a way to slightly change my voice through the mask, I'd be able to cover my bases." He was heaving his breath by now, exhausted from sparring.

Tony considered it. "One of these days, you'll have to start telling me the truth." Peter sighed. "Lucky for you, this sounds like a fun challenge. I've never had to use voice distortion in any of my projects before."

"Well, yeah," Peter noted as if it was obvious. Tony stared at him. "You always want people to know that it's you." Tony smiled.

"That's true. I'll do it. Speaking of covering your bases, would you like to tell me why you've been actively ignoring my instructions?" Peter picked himself up off the ground. "Do you think I don't read the news?"

"It's a long story."

"Uh-huh. You've got to be more careful. Remember you're still working out of your house. Anyone could be following you and you're not exactly equipped to go public." Peter had expected him to make threats or try to convince him to stop pursuing this case.

"That's it? Seriously?"

"I'd say 'don't go' but you don't exactly listen." The instructor switched tactics. With one swing sweeping across the floor, Peter fell to the ground with a loud groan. Tony seemed pleased. "You are getting better!"

"Really? Because it feels like you're just paying people to beat me up."

"Can't blame me for trying. Maybe then you'll listen."

* * *

Spider-Man met Michelle at the entrance to her house. She startled when she saw him on her porch. "I feel like we're both getting tired of me stalking you," He started.

"Yup."

"So why don't you just tell me?"

"It is non-"

"It is my business." It was a full minute before she finally spoke up.

"Anywhere but here. That kid that saw us goes to my school! He's been following me all day."

"Yeah, sorry about that. I wouldn't wish that on anybody."

"What?"

"I just meant, he just seemed annoying. When I saw him." She stared at him. "What?"

"Nothing. You just make a lot of judgments at face value."

"What does that mean?"

"Nothing. Can we meet anywhere we won't get caught?...And don't say a rooftop." Peter shrugged. She sighed out, disappointed. "I know a place but you can't tell anyone."

* * *

"Is this wall ever going to end?" Peter asked, uncomfortable. He and Michelle were wedged in so tightly Peter didn't even think he could breathe too deeply. There had been a rough staircase covered with caution tape at the opening. He knew ahead of time that this was going to less than comfortable. After dodging that tape, she pulled him into a tiny ridge in between two other walls, filled with scraps of metal and long steel bars.

There was a bigger tunnel to slip through, a spacious one, but she told him to join her in this suffocating hole instead. Peter felt like the walls could crush him at any second. He'd seen a number of spiderwebs and even Michelle seemed surprised at the difficulty. She had told him she hadn't been there since she was much smaller, but he didn't know she meant THIS small.

"This is the shorter way, trust me. The other way is blocked off. They didn't think anyone could fit this way so there's nothing to stop us." Michelle pulled out of the hole and ducked under through a gaping hole in the wall.

Peter had no idea what to expect, but when he pulled through the hole, he was stunned to see the full tunnel. It was so spacious. The many levels separated the space, each step being about two feet taller than the next. The lowest level seemed like it had been paved in a specific pattern.

"Subway tracks," he observed. She nodded.

"My brother and I found this when we were just kids. We'd bring things here. We were obsessed with this show where the kids had some magic tree house or bus or something and they'd travel through time. We'd pretend this was our lair. It was a long time ago. I figured it had to still be here I just wasn't sure. It looks exactly the same."

"What is this place?"

"We never really figured that out. If it was a subway platform, no one ever finished it. I've seen some people come every once in a while to tape it off or add more signs but that's it."

"What happened to your brother?" He asked suddenly. Michelle clammed up instantly.

"Why do you care so much?"

"I'm trying to find reasons to let you go, but you're not giving me a reason."

"I'm not exactly a sharing person."

"Just tell me why you did it and I'll leave you alone." It was a full minute until she spoke up again.

"My dad got injured a year ago at work. He can't walk anymore." She seemed to be debating with herself what to say. "We've been living off his disability checks and with my brother not around anymore, it's been sort of difficult to keep things going. His treatment is getting more expensive. The doctors think that some kind of surgery might fix it. But we can't really afford it. He's getting desperate."

"Desperate how?"

"There's this company looking for test subjects for some trial. He wants to sign up since it'd mean someone else would be paying for the treatment."

"That's good."

"I don't like the idea of my dad being someone's guinea pig. I know stealing seems drastic but he's all I've got. Turn me in if you want but I'm not giving them back. I don't want him to do something he'll regret. He's not thinking clearly."

Peter stayed quiet for a long time. He was trying to figure out what he could do. It would be wrong to let this go. He couldn't just start making exceptions. At the end of the day, whoever owned that store was going to pay for the fact that Michelle stole. The property wasn't Peter's to give away, even if he stopped the other thieves. Michelle didn't have the money or means to pay it off and neither did he.

"Use the money," He said finally, knowing that that was the one part of his answer that he knew for sure. "We need to find a way for you to pay it off."

"Pay it off? Like what?"

"I don't know yet."

"Don't you have your hands full with the Kerrig robberies?"

"The what?"

"The bank robbers."

"Kerrig?"

"All of the banks they've hit so far use Kerrig safes. They have some universal key or something. It was a flaw in their repairing model."

"How do you know that?"

"I did some digging."

"Why?"

"I don't know this is just something I do. Benny says he knows a guy who was bragging about it at the bar a few years ago. He disappeared off the map or something, no one knew where he went." Peter had an idea but he held back, knowing it'd only make things more complicated.

If Michelle could prove useful to his work, he could possibly find a way to pay back the jewels. Surely there was a criminal or two they could lift money off of. Maybe it wouldn't be right but if they were going to jail anyway surely it didn't matter. Michelle pulled him out of his thoughts suddenly. "It's really weird talking to a mask. That eye thing is creepy-"

"Meet me here tomorrow." Peter immediately ducked under the hole and started making his way through the thin wall again. Michelle didn't even get to answer but it was probably better that way. He already knew she'd try to refuse.


	5. I'm Over Picking Fights

_A/N: Dedicated to a few reviewers today who amused me across different sites, I decided to release this chapter earlier than I planned._

* * *

"Did you bring your computer?" Peter demanded as soon as she entered the tunnel. She nodded.

"This didn't work last time," she reminded him.

"Tenth time's the charm. We've been at this two weeks we have to stop these guys." The bank robbers were still at large and it was personal for Peter now in a way that Michelle wouldn't understand.

"If the FBI can't stop them, I don't know how you're going to find them," Michelle warned him. Peter sighed out. "And I can't exactly help you either. I study law, not computers."

"You're in high school, you don't study anything special," Peter noted. That earned him a look that made him hold his hands up.

"What is wrong with you?" Michelle asked, clearly still annoyed.

"Sorry, I'm sorry." Peter couldn't answer her. Not now. Before she could respond, the police radio in the tunnel went off.

"-42nd and 3rd," Michelle repeated what she could make out from the call. He pointed to the laptop to make her keep researching but ran out before they could exchange words. "Take care of yourself," Michelle said as he left. She always said it, always with sarcasm. Today, it sounded more sincere than he'd like to believe.

* * *

No luck. Peter was practically ripping pages out of his notebook instead of studying when he got home. Aunt May visited him every hour as if something would change, something would happen to him. He couldn't believe the feeling he got every time he looked at her face. After that night, it was like everything about being Spider-Man changed.

Tony told him to drop the Kerrig case, saying he'd called the FBI. What good did that do? One hostage dead, two agents missing, and no progress.

* * *

Going to school was hard on both of them. Aunt May would hug him in the parking lot after insisting on driving him. Peter suggested that she get therapy, but she seemed sure that this fear would pass with time.

Peter wished this had happened to anyone else, as selfish as it was to think.

In class, he could barely look at Michelle. It was as if she was on edge with his behavior, whether he was Peter or Spider-Man. She could always tell how he was feeling. As soon as the lab began, she spoke to him as the class got louder and louder, drowning them out.

"I know you normally look like you're about to throw up these days but you've gotten to a dying stage green lately that makes me uncomfortable."

"Not now, Michelle."

"Talk, Parker."

He couldn't level with her as Spider-Man. Maybe this was the time. Peter didn't want her to keep bringing it up. As soon as his mind was made up to tell her, the words poured out of him. "Aunt May- she, uh. We-" Peter swallowed and tried again. "You know those robbers going around town?"

"What happened to May?"

"We were there."

"Last night?"

"Last week." Peter winced when he saw the recognition in her eyes.

"When the one guy-"

"Yep." Michelle didn't speak for a really long time. She took over their project, completing it earlier than the rest.

"Peter, you should be home. You shouldn't have come to school."

"I'm fine. It's May I'm worried about."

"Did she see?"

Peter shook his head.

"We were hidden. Behind a table. We didn't see him-"

"Two kids were sent home because their parents were at last night's. You shouldn't be here."

"I'm fine. I can't miss class."

" _Peter_." He ignored her for the rest of the class as she spelled out reasons for him to go home. He was lost in thought.

* * *

Last week.

It was a Sunday morning. Everyone knew better than to go to the bank after dark, so the local banks had decided to close during those hours to protect their customers. Aunt May was going out on routine to take money out of her bank account for two weeks instead of one because of the recent robberies. Peter insisted on going with her, not because he thought anything would happen but because he wanted to scope the bank out. It was the best time to do it.

Everything was fine. Aunt May was next in line, then she had her money. They were ready to go but Aunt May had to go to the bathroom. Peter waited outside. He saw the men coming in, but before he could do anything, they made eye contact with him. He recognized the unmasked face and the glint in his eye had been enough to make them nervous. They put on their masks. Peter didn't have a suit, but he was ready to run for them when he heard the door to the ladies' room open and Aunt May come out. He turned around and pushed her back inside. They hid in the handicap stall as the robbery went down. Peter wanted nothing more than to go interfere but he knew he couldn't leave Aunt May's side or she'd go after him. She cried quietly and Peter held her, promising to protect her if anything happened.

The thing about a situation like this is your immediate thought is about how you will die. It's not about options. Not unless you're Peter Parker. Peter had not yet reached a crisis where he knew it was the end. But he watched his aunt stare at him in that crisis like the worst part of this was that he tagged along. She was imagining their death, and Peter imagined what he would do if he couldn't save May. He imagined her death over and over, every situation in which he would fail to save her. She was his only thought.

Then the gunshots started. Peter's heart froze. His aunt cried out and he covered her mouth. She was sobbing and he was doing his best to calm her down without words. Seconds passed by like years. The gunshots echoed in Peter's head. The trauma of the matter wasn't the results of what happened in the situation. It was the moments where he didn't know what was coming, where he imagined their death so often it crushed him as if it was really happening.

Then it was over. There were police sirens. Peter put his aunt into the arms of a police officer who escorted them out as she sobbed on him. They stumbled down the path. Peter felt like nothing could ever be wrong again because they got through the experience. Then he saw it.

A body bag.

It was in the center of the room. Like it was waiting for his notice. There were two cops standing next to it. The cop escorting them out blocked his view. He was a young boy, he assumed they thought they were protecting him. Perhaps they were. If Peter had never seen the body, he never would have felt this splitting ache.

"Was it an officer?" he asked, as if it would change anything. The EMT attending to them shook his head.

"Just a man." Peter stared at him like he had to be wrong. "He died a hero." Those words echoed in his head for days. So he spent the time quiet and sick to his stomach, wondering whether he had done the right thing. Was Aunt May's fear really a good enough excuse for him not to have done his job? He could have saved that man.

Of course Tony knew he was there. By the next day he called a meeting. During that time, Peter didn't say a word until Tony proposed that he take the suit away for a few days. As he reached for Peter's backpack, Peter threw it behind him.

"If you take this away from me, I don't know what I'll do." Peter remembered saying something along these lines. The words and his dead tone were enough to scare Tony into submission.

* * *

Present.

In just days, his life took a dark turn. He went from sharing a laugh with Michelle to pushing her away. Liz reached out to him when she heard from Michelle what happened. If he had the capacity to understand, he'd have noticed Michelle told Liz as a way to help and distract him. Instead, Peter just slammed Michelle's locker door closed in front of her and asked who else she'd told. She said no one. Peter flinched when he saw the fear in her eyes. He shouldn't have been so harsh. He apologized but she scurried away from him and avoided him for the rest of the day.

* * *

He only visited their tunnel to pick up some information they'd found. Michelle was there working harder than he'd ever seen her.

"The debt is forgiven," he announced.

"What?"

"You don't have to repay the jewels. Go home." There was a lot of silence. He thought she was packing. He heard her go through her backpack. He picked up her laptop and began searching. She threw paper in front of him. When he looked down, Peter saw newspaper clippings about the robberies.

"We have a job to do and I have a debt to pay."

"No, you don't. Go home, I'll get you your laptop later."

"I am not leaving until we catch them. It's personal now and you can't stop me." Peter looked up at her, baffled. He'd been so rude to her at school and now she was going to Spider-Man to catch these robbers. It was personal for her when they weren't even friends.

Michelle was a good person. The dark lens his entire life took since the robbery lightened a few shades. They stayed up all night to figure things out. A whole day passed and another night, no robberies. They caught a few leads by daybreak.

* * *

Peter hurried off to school to change into his normal clothes when Michelle left the tunnel. He met Michelle in the hallway and she yawned before greeting him.

"Late night?" he asked, yawning too.

"Yeah. You?"

"Same."

"Looking at porn?" she joked, as if everything was fine and he hadn't crossed a line the day before, slamming his locker. Peter laughed louder than he normally would have, exhausted. He was just lucky she wasn't putting two and two together.

"Michelle, shut up," he begged, laughing still. She laughed and split ways as she went to class. They shared a quick look before going back to their separate ways. Things were back to normal again. Traumas, like all things, have a way of grabbing you. Peter wrote this into his journal, the one he'd been keeping since he became Spider-Man. It didn't mention his name or Spider-Man's. It was just his thoughts. Traumas pull you into their hold and it's like the entire world has changed with you. He's not going back to the way he was before this happened. Aunt May was still scared and he was still haunted. But one thing about his life hadn't changed. Michelle was not necessarily his friend, but she was stable. And that was what he needed in a moment like this.

Now all he had to do was get back to work.

* * *

 _A/N: On any site I post this story on, I love reading guesses or questions in reviews because I'm happy you guys are trying to figure this out before I post chapters. So I tried to find a way to get this chapter up faster than I thought I would._


	6. Trying To Mend It

It was Thursday morning and Peter had never felt that his life would be so…dull after everything. The woes of the weeks past were still on his mind, leaving this permanent heat at the back of his neck like something bad was going to happen. Ned would often find ways to calm him down during lunch and Michelle would call him out when he got too lost in his thoughts. Between the two of them, Peter managed to get through the days. For half the week, Michelle was absent but he didn't ask any questions for once when she came back.

Not that it wasn't a surprise to him. Peter was sitting in his biology class ignoring the notes he could have been taking and reading the headlines about Spider-Man instead. His alter ego had been receiving some interest after his back alley bar fight footage went viral, and he was trending online on social media. Every now and then Peter would spot a blog article about how the bank robbers were still at large. Huh, and the-

"-You still stalking that guy?" Michelle's sudden question made him jump, startling him out of his thoughts. How she managed to sneak up on him with his heightened hearing was a mystery. Peter immediately shut off his tablet and turned to her.

"Hey, you're back!" The enthusiasm was supposed to sound sarcastic but to his surprise it came out like he was far too excited.

"What are you hiding?" Michelle seemed amused but to Peter's confusion she pulled out her phone and intently stared at the screen. Peter watched her, waiting for her to finish whatever she was doing but her focus didn't relent.

"You've missed a lot of notes, you know," He said suddenly, realizing he wanted her attention back. This was an unfamiliar feeling. "I could give them to you later. There's a big exam coming up if you want to study togeth-"

Michelle took the tablet out of his hands and unlocked it.

"How di-" Peter found himself asking too late. Michelle scanned the opened tabs before Peter interrupted her thoughts. "How do you know my passcode?"

"It's your birthday."

Peter stared.

"Wait, wha-I... how did you know my birthda-" Michelle showed him her phone. His birthdate was splayed out on his Facebook profile.

"You're not very interesting, Parker," She said, before smiling a little at his expense. Peter opened his mouth to tell her she was wrong when her smile became…reassuring? Once upon a time, this was such an unfamiliar look. It was as though going through something horrible was enough to make Michelle see a different side to him. Someone she could relate to, perhaps.

Peter had to stop thinking like this.

"He's going to catch them, these things take time," She continued. Peter looked down at his tablet. The last tab left open was speculating how Spider-Man was going to take the robbers down.

"How do you know he's a 'he'?" Peter asked, to change the subject, "could be a girl."

She shot him a dry look. "He asks to be called Spider-Man and I'm willing to take his word for it." Michelle stopped paying attention to Peter like she always did and went back to her book. That bothered him, he just wanted her to keep the conversation going, keep talking.

At the end of class, Michelle called his name and Peter stopped and turned so fast even she seemed taken aback. "I hope you don't mind but I told my dad."

Peter realized she normally avoided talking about her dad unless she was talking to Spider-Man. "About….?" Michelle nodded. "Yeah. Okay."

"My dad's visiting May later today. I just wanted you to hear it from me first in case I overstepped."

"Oh." Peter knew he couldn't say much without giving himself away. "That'll be good for her." Peter was about to walk away, but even as he turned he thought to himself about how he slammed her locker door and just how wrong it felt. Michelle shouldn't be checking with him if telling her father was okay. Now was time for Peter to own up to his behavior, despite having a very good excuse for it.

So he turned around to say as much... and she was gone. Peter stared at the space she was as if she'd reappear.

He did everything he could in that moment to convince himself not to run home to see her father for himself.

* * *

The guilt wasn't minimized at all by the chance to suit up in the daytime on a weekday. He just had to see Michelle's father. Crawling up the wall of his apartment, he sat on the fire escape by his window and watched them. Aunt May was taking the kettle off the stove to make them tea, and there was a short man sitting at the counter there. His back looked straight, but he held it with a light hand on the back of his hips. He didn't have to wince for you to know something was off with his posture.

Peter never realized he wanted to know where Michelle got her forceful authoritative tone that was so pronounced it could last in a whisper, but the answer was certainly what he needed. Her father had the same sound. He had the grumpiness to his tone of a much older man. Peter smiled to himself. Like father, like daughter.

"But this... this lab, are you sure?" May continued.

"Yes. I can't live this way much longer," Michelle's father broke his stiff posture and leant heavily on the counter. "I need to work. Can't sit at home or live between doctor's appointments; Michelle's been cutting school to help-"

His aunt looked up from pouring. "What if….nevermind." May just sighed.

He gave her a knowing look, "What if something goes wrong? Yeah, I know. Hope it never comes to that, but with Vincent away I have to try something; We're struggling enough as it is."

"How is Vin?" She handed him his cup, "Have you visited him yet?"

Peter watched as the two of them slowly relaxed around one another as the conversation continued. They were much more at ease now.

"Yeah, he's more worried about me than himself. The lawyer's awful. Too young. Probably Peter's age."

May let out a chuckle that didn't feel like she was acting at all. It was something rare to hear, especially after everything that happened. "I doubt that, David."

Michelle's father, David sighed. "But he looks like it, May. Don't change the subject, though. How are you doing? You've hardly..." the words faded as Peter began crawling back down the fire escape. Aunt May deserved at least some privacy. And now he worried that maybe he really owed Michelle the same respect.

* * *

Speaking of which, she was late. Peter waited for her in the tunnel, writing in his journal to pass the time. It was uncomfortable to do while suited up but he couldn't run the risk. He wrote about the way fear made its way into his life in a way he didn't think he'd ever have to worry about. He thought about mortality in a way that was almost surreal.

Thinking about your own death was difficult enough at his age but having superpowers made the whole thing so much more unbelievable. Yet, he'd imagine situations where he could die, and what that would cost the people who he cared about.

That made him stop writing for a moment, just thinking about how the last few weeks had fluctuated up and down. The trauma was so sudden and there was no warning.

It reminded him of the time his parents watched The Titanic with him, not knowing the plot twist in the movie. He'd grow up making fun of them for this but he remembered at the time the story was so pleasant and then BAM! The boat was sinking. That's how these weeks felt that now that he'd pulled out of the dark.

He still couldn't believe his parents hadn't known the plot.

And that shock in his system was really universal - even in how he behaved with Michelle. First, he was laughing with her, then he was angry, now… now he was hoping to have more of her attention than he already did. The makings of a friendship? Hopefully, but Peter didn't really know what to think.

Michelle came in and startled him out of his thoughts.

"Everyone jumps when I enter a room," She complained, baffled.

"I was just distracted." And definitely not thinking about her, of course. "You ever seen the Titanic?" The words were out of his mouth before he could help them.

Michelle shot him a puzzled look. "Yeah..."

"My parents made me watch that when I was young. They didn't know the plot of the film. Everything was so great and happy and then it wasn't." This story felt so much more relevant in his head. "Can you believe that? They didn't know the boat would sink." Peter chuckled to himself but to his surprise Michelle wasn't joining him. She simply stared at him.

"Are you okay?"

Peter rubbed the back of his neck."Yeah, sorry," he muttered sheepishly, "That was random. I'm fine." Michelle seemed blown away by his words. "What?"

"You never share," She told him, then elaborated further "Like, you never talk about your personal life - it's been months now and I still don't even know that much about you."

What was he supposed to say to that? "Oh... well that's the whole point to a secret identity?"

"Don't get me wrong, it's okay. It's just surprising," she explained. "Did you see it in theaters?"

"What?"

Michelle sat down beside him, mimicking his position. "The Titanic, how old were you?" Peter blinked; The Titanic came out before either of them were born.

"I-I didn't see it in theaters. It was a DVD." Michelle seemed embarrassed. "How old do you think I am?" He asked curiously.

"I just….I guess I was expecting- I don't know, Tony Stark. Sort of. Shouldn't have assumed." Now Peter was the one feeling awkward.

"What do you want to call me?" he asked after a long silence.

"What?"

"I can't tell you my name, but I'll go with whatever you choose."

"So…..Karen?"

"Michelle, shut up." They laughed, but there was a moment where she seemed thrown off by his exact choice of words.

"'Spider-Man' it is."

* * *

 _A/N: I want to thank the lovely beta MythologyStar for fixing this chapter! I got a request for a chapter in Michelle's POV from a sweet guest. I partly filled that request with more pending. It will be staying on my tumblr: LillyMorganFics . That's where I'll be putting all requests. Feel free to send some requests in so I have stuff to do between chapters. As always, please review, guess if you want, ask questions. I love hearing back. Ciao!_


	7. Sometimes I Need Someone

Peter was still feeling pressured to try to recover their conversation from the Titanic reference. Perhaps it was just the added pressure of having spoken about his parents for the first time, but that didn't account for the fact that Michelle didn't necessarily know anything about his parents or that the reference was significant.

Michelle settled on calling him "hey you" when she didn't feel like saying Spider-Man. As she spoke, Peter thought he finally realized just what the stirring feeling in his gut was that would always come when he was around Michelle.

Michelle was quickly becoming one of Peter's best friends...but were they even friends yet if he wasn't wearing a mask? She was the only one who was friends with Spider-Man too. He saw her every day. He spent more time with her than even Ned. Honestly, it was nice not to have to be alone when he was Spider-Man.

Of course, he couldn't tell her that. There was no way to be completely honest. Peter got it in his head that he needed to do everything he could in order to keep the secret from her or else he would lose her. She was no stranger to secrets. Surely Michelle would understand.

In his distraction, he didn't see Michelle looking at him and sketching. He laughed. "What are you doing?"

"I am guessing what you look like." She turned over a sketch: a heart shaped face, thin lips, prominent cheekbones, droopy eyes, labeled: black hair, green eyes, medium skin. He couldn't stop laughing. "How far off am I?"

"Far." He laughed.

"I'm trying not to look too close. Was I right about anything?"

"Try again."

"Maybe tomorrow, I need a new theory." Peter took the sketchbook from her and started looking through the other sketches. They were all just faces, no one he would recognize. The quality went up the closer to the front page he got. "Those nice ones are my brothers. He used to do witness sketches, it's good money. And a good cause."

"These are great."

"I always told him he could be an artist. I'm sure he's practicing a lot now." Peter heard a tone in her voice, almost like she was about to share on her own and needed a small push. Michelle had never been so open before but he supposed it made sense. She could trust Spider-man by now. He didn't save her life or act like her hero but, as far as she knew, he was a decent person to confide in.

Still, he had to know, so he got ready to give her the push she needed.

"Are we friends, Spider-man?" she interrupted.

"What?"

"I don't know anything about you but I feel like I can trust you. Maybe it's the whole 'you're Spider-man' thing, but I've also never been a fan of superheroes." With Michelle, there was always so much to unpack and so little for Peter to understand right away.

"Why not?"

"Because people started to believe that the Avengers would save them from every horror, and they stopped trying to save themselves. No one out there looks out for the little people. You do though, so you're an exception."

"So you're my fan?" He joked. Michelle laughed.

"I don't really talk to people. I don't know if you noticed but I'm not very nice. Especially not after everything that's happened. So I don't really have friends and I've mostly forgotten how it works." Peter laughed and he knew it was a terrible moment to laugh, but Michelle was always very good with her words. She managed to look cool during such a vulnerable moment, Peter couldn't help himself, so he cut her off.

"Of course we're friends, Michelle." She looked relieved, and Peter really felt like he'd accomplished something. Where Peter lived in the moment, on the positive side of every issue, always backing up every issue with a resound and definite answer, Michelle was his opposite. She lived in the land of 'maybe'. She had a broad spectrum of 'I don't know' answers, all meaning different things. And you didn't know where you rested with her until she told you, but she wouldn't tell you until she had the answer herself. After everything they'd been through so far, he would have felt lucky she held a good opinion of him at all.

But they were friends now. Peter was grinning behind the mask and doing his best not to seem like it. He dropped the issue with her brother, knowing there'd be time for that another day. "Does this mean I get a sketch every day?" He asked.

"Shut up." Before the moment was over, Michelle cleared her throat, as if something newly embarrassing came to mind. "So Benny says his father sold the jewelry. It's enough for my dad to have his surgery. I just wanted to thank you, for not forcing me to give it back." Peter didn't know what to say. "I do plan on making this up to that family. And to you for letting me go. I don't know how but I will."

"I think where I'm concerned you're already making it up to me. You're like my…." Peter didn't have a follow up to that opening. He really, really didn't want to say assistant and he knew she'd punch him if he said sidekick. He looked at the laptop, got an idea and laughed. "Web-woman." Michelle let out a disgusted noise and Peter laughed at her expense, convinced he'd call her worse and worse names whenever he came up with them. "You found me a base, and you're helping me catch some really bad people."

"If only we had a new lead," She noted.

"We'll catch them. We just need a better plan."

"We need better tech. If I knew how to make my laptop stop taking a million years, we might get somewhere. But I know someone who can help." Peter probably had a much better idea. A certain billionaire with plenty of old laptops to donate, but he let Michelle take the lead.

* * *

 _A/N: This one's short I'm just trying to get these caught up. As always, I'm still taking requests for my tumblr. Fair warning, another site is a little ahead via different editing so the Tumblr will soon have a chapter that is a bit of a spoiler. I'll try and get you all caught up quickly. Special thanks to my beta!_


	8. Someone To Pick Me Up

"So you have- what, a treehouse?" Tony asked, seemingly amused. It was the first time since they'd last seen each other after Peter's experience at the bank. Peter felt a lot better and Tony's steel expression couldn't hide how relieved he clearly was that Peter was feeling better. It'd been weeks since they trained last, so getting back into it involved a slight learning curve to get him back on schedule. While Tony attempted to fight Peter, his trainee did his best to vaguely explain Michelle and her newfound position as his computer-bound sidekick.

"It's an abandoned subway tunnel in Queens," he said distractedly. Spider-Man and Michelle planned to place a tracker on the Kerrig robbers, but Peter and Michelle had to present the physics project that they barely even started. They were between ideas when the robberies came up, and at that point they were both too distracted to remember.

He wasn't so sure they were going to be able to juggle the two. Peter didn't know how Michelle figured out his trackers. They were built into his suit at the wrist where he put his webshooters. The tiny little spider-like mini bots sprung out onto a target and attached themselves. They would then be tracked by a device Tony left behind that allowed them to watch the robbers' movements on a map. Peter was grateful that it meant a real chance against their opponents.

"So, what, you just found that lying around and thought- hey, why don't I make my own headquarters?"

"No, Michelle found it." Tony looked like he'd had the wind kicked out of him.

"Please tell me you haven't told her." Before the lecture could start, Peter raised his hands against Tony's swings. Peter stared at him, not expecting him to be to angry. "Peter!"

"No! I didn't tell her. She's….helping."

"It isn't safe for her to be involved." Peter didn't know what to do. He'd brought the tunnel up to try and impress his mentor and he'd trapped himself in a horrible movie. 'This life is too dangerous' and the like. Uncertain how to continue, he quoted a line from a bad mobster movie and tried to sound confident.

"I can't get rid of her, she knows too much," he said.

"Peter. If something happens to her, that's on you."

"I know that," he sighed out.

"So what gives, Peter?" Peter appreciated Tony's respect for his intelligence. He always did. He wasn't wasting his time on lectures of sentiment he already had or facts he already knew.

That was what made it hard for Peter to ignore the fact he knew it was wrong.

"I can't do this Spider-Man thing alone. I need help, and Michelle is good at getting information and helping me catch these people." It wasn't a good defense, but Tony took it like it was. He sighed, and gave a half-assed excuse about a meeting that didn't even pretend to sound convincing.

"At least you're not operating out of your house," Tony concluded half-heartedly before walking away and letting the trainer take over again.

* * *

Peter wished he could say that the vigilante justice thing wasn't a total grade killer, but it was. He and Michelle were good students, and really smart kids. Yet somehow they were starting their final physics presentation the day before it was due. There they were, sitting out of gym on the bleachers, trying to get it started.

"We're going to have to work on this after school," Michelle said, avoiding the word 'tonight' because she knew they planned to track the robbers. To Peter, the project had to be mediocre at best if they were going to keep their grades up. To Michelle, it wasn't just about the grade. They would have to do a presentation at the science fair. Peter knew Michelle got first place at the science fair every year in middle school. Keeping up her record was important to her. "I have something in the evening though."

"We could work this afternoon and then start again before school," he suggested. It was crazy, but it could work.

"We could start again overnight," she countered. They both smiled, satisfied with that answer. Peter saw something move behind her and froze entirely.

Peter wasn't entirely sure how he felt about Liz but there was one undeniable fact: she was easily the prettiest girl in school. Peter didn't know too much about her besides that. They spent so few moments together. She was really chatty, which he liked. He would mostly sit there, listen to her, and try not to stare, but it worked.

"Michelle, can I get help really quick?" Michelle straightened up when she saw Liz approach. "I can't understand the last three questions on the Spanish homework."

"Oh, uh-" Michelle turned to Peter for a second, just trying to remember the questions. She noticed Peter's expression, though, and did everything to hold in a laugh.

"The last one is 'cuanto quieres comprar'," Peter answered hoping he was right. He was really good at Spanish. So many people spoke Spanish in Queens, it only felt natural that he put in the effort.

"Wow," Liz answered, distracted from her question. "Your accent is perfect." Looking to Michelle to see if anyone had seen Liz compliment him. He saw Michelle pull out the Spanish homework. She was clearly planning on just giving it to Liz but she made eye contact with Peter and smiled.

"Hey Liz," Michelle interrupted. "You should just bring Peter your homework. I haven't finished mine." She stuffed the paper back in her backpack. "But he's great at Spanish." Liz nodded, looking to Peter to see if he was okay with that. As soon as she was out of earshot, Michelle collapsed into laughter.

"Hey!" Peter couldn't believe she did that for him. She just lied perfectly about not having done the homework.

"You are so welcome. You owe me." She wasn't wrong. Peter kept writing out possible theories for projects until Liz came by, then he handed them to Michelle. Michelle went off and he caught a glimpse of her talking to Ned before Liz became his sole focus.

* * *

The beauty of Spider-Man and Michelle's friendship is that she did not need him to show up to be entertained. She didn't need him around all the time, especially not when waiting at the tunnel. He always found her doing homework or reading there as though it was her new replacement for the library. There was always a new stack of books occupying the space each week.

Today though she was there at the door waiting, tapping her foot. Aunt May always warned him about making a girl mad but Peter never had a girl to worry about making mad. Looking at Michelle, he felt the impulse to apologize despite having done nothing wrong. He froze in place and just stared unsure if he should say anything. He went for an apology, but she stopped him the moment he made a sound.

"When, exactly, were you planning on telling me that Tony Stark would be stopping by MY tunnel?"

"Tony," He cursed out under his breath.

"Yeah, I greeted him with a frying pan and he freaked out and thought I was trying to kill him. Then, like a million guys came in and started measuring the place. What are they doing? How do they know how to get into my tunnel? They said they were coming back!"

"Wait, a frying pan?"

"We have a rat. Mr. Stark was not amused when I told him."

"Wait, we have a rat?" That startled Peter so much that he had accidentally triggered a web so he could dangle from the roof. Michelle just stared at him.

"The Avengers, taken down by a theoretical rat." she mumbled before storming off back to her desk, clearly still unhappy. Coming back down, a little ashamed, he didn't correct her on the Avengers bit. What she didn't know wouldn't hurt her. He would one day be an Avenger. It was only a matter of time. Hopefully Tony wouldn't rat him out.

"I didn't think he would do that."

"Is this going to become a base or something? I refuse to lose this place. You can find another damn tunnel-" She was getting belligerent and it felt like this was about so many other things, especially as her face got redder and her voice got louder.

"Michelle!" He interrupted her, and she pouted, staring at him. He got close and put his hands at her shoulders for comfort, looking her in the eyes. "Michelle, calm down. No one is taking the tunnel from you."

"This is Vin's tunnel," She started, like she was about to rev up to another argument.

"I know," Peter assured her. "I won't let anyone take it." Whatever was worrying Michelle seemed to fade. After a while, Peter realized how close he was. Clearing his throat, he stopped staring and backed away, ready to get to work.

"Can you do the tracker mission without me? I have to go," she said suddenly. Before he could say anything, she was walking past him and hurrying out through the entrance. Peter looked around, feeling so alone like the walls were closing on him. He stared at the frying pan, the only other material in the room besides Michelle's stack of books and a few maps and papers. The place felt awfully empty without her.

* * *

Hours later, she arrived at Peter's door, backpack in tow. She seemed like she recovered from whatever it was that made her snap, but he was doing his best not to check. They had a long day ahead and Michelle had her game face on.

Aunt May made them fancy pancakes from a recipe off the internet, fully supportive and always bringing by treats. She always brightened up having Michelle in the house, Peter wondered if she ever wanted kids of her own, maybe a daughter.

Michelle looked so hungry as she stared at the pancake stack on the counter, Peter thought it was almost cute how excited she was. Aunt May had to make more less than an hour later. Peter gave Michelle his share of the batch, with an added note that she ate like a beast, which amused her more than it offended her.

They kept spirits up during brainstorming. Michelle showed Peter the list of ideas he gave her. "Since nothing else is working, this idea you had about Spider-Man. I think we should do it."

Peter nearly spat out his coffee. He wasn't even sure he heard her correctly. "Sorry what?"

"You suggested maybe we could present theories on the physics of his swing and his abilities, figuring out how fast he could go. I think we should do it. That is a senior level project. I have a few equations I got off YouTube theorists and some guesses of my own. It's perfect." Peter looked at the list he wrote, taking it from her notebook. It was there, just like she said. As soon as he saw it, he felt lightheaded. He blushed out of nerves and he could feel the redness getting to his ears. He was so distracted by Liz, he couldn't believe he risked discovery like that.

"Don't worry, Peter, I won't tell anyone about your crush on him," Michelle joked darkly. Peter tried to fake a laugh that came off as more of a huff. He'd really walked himself into this one. "I think we could win this one, Peter." Turning to her, Michelle's glee at the idea of getting a win with this project was something rarely seen. He wasn't sure she could get excited about much around him that wasn't about school. Mirroring her smile he decided he wouldn't be the one to burst her bubble.

However dangerous it was.

He couldn't help but observe there was something rather off about Michelle's energy. Like the excitement was coming from somewhere deep and sad.

* * *

The next morning, Michelle and Peter were too hyper from their coffee to really sense how exhausted they were. May bought some expensive espresso for them and they miscalculated just how much it took to stay up. Practically hopping down the streets, Michelle just couldn't stop talking about how they were going to win. Peter watched her, confused at her demeanor as he helped her carry the cardboard panels for their project.

"Cheer up, Peter!" she piped up loudly when she noticed his expression. "Think about Flash. Think about how mad he'll be when he loses. We can rub that trophy in his smug little face." Peter laughed.

"You're a good friend, Michelle," He told her. He messed up. He could tell in her expression. He didn't even know what he was thinking, saying that. She stopped in her tracks. Peter knew he should feel a bit odd but truthfully he felt like he had the right to say he and Michelle were friends. "We're friends, right?"

"Um, yeah." Michelle was quiet and Peter could tell the silence wasn't a good thing. Was she lying?

"You don't sound convinced," he pushed, a little frustrated. Why was she friends with Spider-Man but not Peter?

"It's nothing," she answered. He stopped walking.

"Are we not friends, Michelle?" Peter asked, unable to help the cranky tone in his voice. Having this conversation while exhausted was a bad choice. He wanted nothing more than to end the conversation as soon as possible, by whatever means necessary.

"Oh, come on, Peter." Her tone was so cold too. It wasn't her sarcastic attitude, it wasn't in good humor. Something was wrong. Before Peter could get concerned for her, she chose just about the worst excuse. "We barely know each other."

"Bullshit," slipped out of him before he could stop himself. She'd known him as Peter longer than she knew him as Spider-Man. What about Peter was keeping them from being friends? Her tone wasn't helping, but neither were their tempers.

"Excuse me?" Peter knew there was no good answer. Michelle sighed. "Peter, you are a really nice guy and all, but we don't even see each other outside of school unless it's for homework. Even at school, you're always disappearing and no one knows where you go. Maybe Ned thinks that's okay but normal friends aren't like that. I don't know who you are or what you're about. I don't even know what's going on with you lately." Peter was sure he'd never heard her be so cold but he hated the small truths in her explanation. She huffed. "We're going to be late for school, let's go."

It took until the end of the day for Peter to get over it, but he eventually realized they were both just exhausted and venting at each other. He was wrong to push Michelle and make her uncomfortable, and she was being really harsh on him. If she truly didn't know him, she knew better than to assume. Peter learned from her he had to work on his assumptions, but it was clear Michelle was also imperfect on that front. Which was fair.

When they met for the presentation, they mirrored each other's awkward looks. "We need sleep," concluded Michelle.

"Yeah. And we didn't mean it," Peter offered.

"No, we didn't," she confirmed. She was twiddling with her fingers and Peter had a feeling that something else was wrong.

"Michelle-" She winced.

"Do you mind, Peter? I have to get ready." She gestured at herself, and he understood it was an excuse not to talk but he nodded.

The teacher loved it. He said it was likely to get an award for the physics wing of the science fair. To which of course, Michelle countered with questions as to how they could win the overall. Peter chuckled a little at that before supporting her in the sentiment. Everything seemed fine. Peter chalked it all up to Michelle's stress.

He had detention later that day, he couldn't even keep track of why at this rate. But there he was, returning the bathroom pass to the detention classroom, when Liz knocked straight into him. Before he could react, she grabbed him by the shoulders to keep him from falling. "Peter, just who I was looking for. I need your help."

Peter had never heard more beautiful words in his entire life. Clearing his throat, he nodded and tried leaning on the lockers only to realize there was no wall where he was leaning. Catching himself, he nodded again. "Yes, yup, I can help with that." She hadn't even explained what she needed, so she aimed a confused stare at him before he finally realized his mistake. "Sorry, yes, continue."

"You and Michelle are friends, right?" Peter didn't like to look dumb but he answered the question with a resounding 'uhhhh' because he knew very well he shouldn't lie.

"Why?" Liz glanced back in the direction of the room she'd just left, the girl's bathroom.

"I don't know what's wrong but she's in the bathroom and she's crying. The decathlon team is waiting for her. I don't really know what to do. I don't know her very well." Peter, in his usual habit, stared Liz in the eyes for a minute, weighing his options.

This was going to lose him any street credit he could pretend he had. Despite the other kids in the hallway, he took in a deep breath and walked straight into the girl's bathroom without another word.

He had been pretty determined, but seeing Michelle on the ground with tear tracks on her cheeks had been enough to dismantle all ideas he had of the girl. It was wrong to think of her demeanor as cold. She was as sensitive as the rest of them and like Peter, there came a time where it was all too much.

Michelle seemed so human all of a sudden.

"I'm fine, Peter. Get out. This is the girl's bathroom," she managed through hiccups.

"I don't care," he told her as he approached carefully. He joined her, sitting on the ground facing the same wall she was. "What's wrong?"

"I, um, I got some bad news. Is all. I'm fine." She coughed and another hiccup came. She buried her face into her knees. "I can't believe I'm doing this."

"Everyone needs a moment," Peter encouraged her. He really couldn't help but start theorizing what happened. Not knowing was torturous. He had the idea in his head that maybe someone did something, but that was too dangerous a train of thought because he knew Michelle needed him to be calm.

"I just want to go home."

"I'll walk you, make sure the coast is clear. Okay?"

"Don't you have detention?" Peter just smiled carefully at her and she nodded. Suddenly her behavior these last few days made sense. He just hoped he could help. Or, if not him, maybe Spider-Man.

* * *

Peter didn't get any answers but getting Michelle home was more important than anything. He met her at the usual hour in costume, only to hear her breathing a little shaky, faced away from the entrance reading a book as always.

"Michelle?" he seemed to have startled her. When she looked at him, he could see her eyes were swollen like she'd cried again. "What's wrong?"

"I, um, I-I told my dad about the money a few days ago." Her breath got shaky. "He's still not talking to me. He's going through with the other surgery. He doesn't want to use money I've stolen. So it was all for nothing. I just wanted him to get better and now he's mad at me-" Her voice cracked so much she was almost whispering. Peter rushed closer to her.

"Everything is going to be fine, Michelle. He must know you only wanted to help."

"I never should have done it. Of course he didn't want the help. I just don't want him to get hurt. What if something happens?"

"Nothing is going to happen."

"It's in a few days and I feel like I can't breathe until it's over." It was moments like these that Peter realized he understood what Tony meant when he said there are some things kids their age just shouldn't have to experience. Michelle didn't deserve to be worried like this.

"It's going to be okay. He's going to be okay. Just think, they might be able to help. And if they can't, then he'll realize you were right. Everything's going to be fine, Michelle." She nodded, still shaking. Peter didn't know what else to do, so he hugged her until it seemed like she was better. Before he could pull away, there were footsteps going down the longer way into the tunnel. A man's voice cleared his throat. By instinct, Peter pulled Michelle behind him until he saw who it was.

"I hope I'm not interrupting anything," Tony joked.

Peter did his best not to blush behind his mask. "It's not a good time, Tony."

"What are you doing here?" Michelle asked, confused and still mostly hiding behind Peter.

"We've got some deliveries."

"Deliveries?"

"Well, I bought the lot-"

"Tony!" Peter raised his voice by accident, but he really didn't want Michelle to answer first.

"Listen. I bought the lot, so no one should be bothering you. I just wanted to bring by a few gifts." He snapped his fingers, and the drilling started. Peter and Michelle nearly tripped from shock. "Relax, the structure's safe. I thought your girlfriend told you I was in here checking. That blocked entrance needs some work though."

"Excuse me?" Michelle started in a cold tone. Peter widened his eyes and shook his head at Tony from behind her.

"My mistake," Tony said. "Your sidekick." Michelle didn't argue. The drilling continued for a few more seconds as the teens tried to figure out what the noise was. Then came the delivery men. Screens were being brought in with tables. Within the next two hours, the tunnel was filled with a bunch of gadgets Peter wasn't sure he or Michelle had any familiarity with. He expected Michelle to blow her lid, but he watched her talk intently with the men setting the tech up, the way she'd do with Ned. Suddenly he understood: she was really doing her best with this assisting thing.

"Happy?" Tony asked.

Peter was smiling so he answered mostly with a shrug, still trying to take it all in. "It's amazing."

"How much does she know?"

"Nothing. She still thinks I'm an Avenger." Michelle wiped a bit at her eyes as she spoke to an engineer and Tony remembered an old question he had.

"Is she okay?"

"She'll be fine. Maybe call next time?" Peter suggested.

"No service, I was in a tunnel," Tony joked.

* * *

 _Thanks to my beta Splendid_Splendont! Please review and let me know what you think! Still taking requests on my tumblr._


	9. Overdose My Mind With The Things I Love

_A/N: I wasn't meaning to post this until tomorrow, but I kinda had my day made by some sweet reviews so I figured it'd be nice to get this up early. 3 Keep letting me know what you think._

* * *

That next Saturday, Michelle was fidgeting with the equipment while Peter wrote in his journal. Michelle really loved the new upgrade to the tunnel for obvious reasons. Meaning it made it easier for her to do homework. However, whenever faced with a tech bug she couldn't fix, she often resorted to beating the gadget into submission. Peter would be more worried if it wasn't so funny.

After just one pat, the headset she was holding kicked in and she started talking into it. Peter could hear her loud and clear. In the far corner, Tony had installed a phone in the lair with a headset for Michelle to speak to Peter while navigating the tunnel's desks. Michelle found the phone itself so strange, because it was based off a landline that couldn't be moved. She finally spoke up. "How do I call you?"

"Using that. Directly links you to my suit."

"No, like how do I call you? When I'm not here. If there's an emergency or something happened, how am I supposed to reach you?" Peter never thought about that.

"Use your cell phone?"

"That will trace me to you." She was right. Over the last week the leaked Facebook video of Spider-Man went viral and, as Tony showed him, Michelle's face was the only one that was clear in the footage.

"I will figure something out."

* * *

"I already told you I'm not signing off on this whole sidekick thing."

"Please Tony. I don't want her to use her own phone. This suit is still technically under my real number." In and of itself, that was probably compromising enough to his identity. Tony sighed, before gesturing for Peter to follow him. He was taken down the Stark Tower elevator. When they reached the ground floor, they walked out and went in and out of a few convenience stores before they found a large bodega with a small old lady at the register. Surprised at the location, he wondered if the door behind this woman opened up to some tech lab or something. He was excited to see what Tony surprised him with this time, until Tony pulled a few small cheap flip phones off a hook he hadn't seen. "These are called burners."

Peter wasn't sure Tony was serious.

"They are prepaid phones that don't leave a trace. They're disposable, cheap, and very handy. They're also very easy to find. You plug in your number, give it a shortcut, tell her to dial asterisk-six-nine before she calls your shortcut. She'll show up as private." Tony overpaid by throwing a few bills on the table to the old lady's surprise. Stuffing his hands in his pockets, Peter started piling the phones into his arms, still confused as to how this could be so easy. "Good luck with the girl, Peter."

When Peter turned to say goodbye, Tony was gone. Facing the lady at the register, she gave him change with an amused smile.

* * *

Returning later the same day, Peter heard music blasting from the stereo. He figured Michelle finally got it to work. They had been working on theories as to why they would ever need that thing. He was about to ask when he saw her in the middle of the tunnel reading his journal.

"Michelle!" He belted into the tunnel so loud it echoed. She jumped at the noise, but she held the journal like she wasn't doing anything wrong.

"What?"

"What are you doing?!"

"You left this behind. I was curious."

"That is-"

"If you say 'a total invasion of privacy', Spidey, I might have to remind you what brought me here in the first place."

"You can't just read my journal."

"It wasn't labelled!" she defended. "Anyway. It's fine. It was a good read. Here." She handed it back. Peter flipped through it, trying to check that he left his and Spider-Man's names out of it. "You're a great writer. You should write more often." Peter didn't want to accept the compliment. He felt uncomfortable knowing someone had seen his journal.

"Here," He said, handing her the bag of phones unceremoniously. "Use these."

"Burner phones?" Michelle asked immediately. "That was easy." Peter tried not to roll his eyes. Did everyone know how to use these?

"What gave you the idea anyway?" Michelle didn't answer. She sat there quietly, avoiding his eyes and fidgeting with the stereo volume. "Michelle."

"Tomorrow's the surgery." Peter sighed, realizing he probably should have figured that out. Sitting down on the desk next to her, he just waited in silence, knowing she'd share when she felt like it.

"I'm planning for the worst."

"And a call to me would help?"

"I don't think so but it would certainly make me feel better. I could use a friend. You know, if anything-"

"Nothing is going to happen, Michelle."

"I don't like stress. I'm not very good at handling. I can't sit in a waiting room for hours waiting for bad news. I don't think I can do it." Peter didn't know how to help, but he had an idea of how to distract her.

"When he's inside, call me."

"What?"

"When your father goes in for the surgery, just give me a call." Michelle looked doubtful, but Peter ushered her out. He really believed things would turn out okay. Michelle deserved so much better than life was giving her, the least fate could do was throw her a bone. Having her father's back fixed would be a life changer. He'd be able to go back to work, she'd be a little happier. He'd do everything to see her through to that. It just meant coming up with a few distractions to hold her during the wait.

* * *

Within minutes of her call, Peter was at the hospital. He had expected to be at a smaller clinic but whatever corporation it was offering this procedure had to outsource an operating room from a local hospital. Michelle sounded quite shaken about that but Peter was too concerned about keeping her spirits up. He told her to meet him on the roof of the hospital, which he knew she wouldn't like but she agreed anyway. He waited for her there, knowing the elevator, locked door, and stairs would get her there in just the same amount of time that it took him to get there from the bridge.

"I don't like it up here," She said as soon as he arrived.

"I had an idea. We're going to conquer fear today."

"What's that supposed to mean?"

"You are getting over your fear of heights."

"What? Spidey, my dad is downstairs. I can't just leave."

"They have to call you if anything happens, right?"

"Yes."

"You won't be useful to anyone trapped in that waiting room. We won't go far. I'll make sure you can get there faster than it would take you to walk up to the front desk."

"...I don't like heights," She repeated, hoping to change his mind. She was feeling shaky just being there.

"Do you trust me, Michelle?"

"Yes."

"I do this everyday, all day. We'll start small and if you really hate it we'll stop and walk or buy snacks or something." Michelle bit her lip, nervously glancing back at the staircase she took up. After a long minute, she started nodding. So Peter took her hand and jumped onto the roof right next to the building. It was a short fourteen inch gap. "If you fall, which you won't, I can just catch you. I've never dropped anyone."

"Yet."

"I won't drop you." Michelle took about ten minutes of coaxing but eventually she jumped. Peter drew out a bridge of web to the next roof. It was a one foot wide bridge, Michelle had no risk in walking on it but it took another few minutes of convincing her. As scared as she was, he could tell she wasn't thinking about her father. Fear had a way of drowning out the noise, just as bravery did. Michelle got more bold with every step. He drew out a half foot wide bridge over a twenty foot gap after an hour of this game. Michelle didn't even look down.

The fear was becoming more fun with every step, and Peter drew up new challenges for her, like angled rooftops and inclines. She slipped once, but he caught her before she could go very far. She screamed for a while, even hyperventilated. Then she was laughing every time she almost fell, like she was embracing her own fear and finding humor in it. Once again, Michelle was as invincible as the day he met her.

Two hours passed that way. They didn't even talk much, Peter just watched her and Michelle would just scream bloody murder when she was afraid. He took her in his arms at one point and just started swinging between the buildings over the busy street. In a weird way, it was fun.

Eventually, Peter tied a web between two buildings to hang them uninterrupted under the stars, over an alleyway. They sat there, Michelle taking some time to get used to the feeling of being suspended in midair. She kept poking at the web as if it would undo itself.

"I can't believe Tony invented this for you." Peter chuckled at her.

"I invented the web,"He confessed. "Tony made some new designs for it, but it's still my baby." He actually felt really happy to get to tell somebody that.

"Is that what you like to do, then? Invent things?"

"It's all I want to do." Michelle stopped staring through the web and finally turned to him.

"Who are you, Spider-Man?" Peter swallowed.

"What happened to respecting the secret identity?"

"I don't want to know your name. Who are you?" she asked again. "What is your life like? Is this the only life you have? What do you do?" Peter didn't even know where to begin, but she was smiling and she wasn't checking her phone for news. All he could do was use the momentum and keep her distracted.

"I'm actually not much older than you." Michelle raised her eyebrows. "Really."

"So like, 20s?"

"No, I'm in high school."

"My age?"

"Basically." Michelle was quiet for a really long time, but she stared at him as if processing something.

"That's nuts." Peter laughed like she was joking. "No, you're really too young for this," She said, her tone firm.

"Don't say that."

"I can't imagine doing what you do. Doesn't that get to you?"

"No. I'm living my dream. Using my invention, being a hero." Peter hoped Michelle would believe him. He didn't know how to explain how much being Spider-Man completed him. He gestured at the webshooters, showing her their mechanics under the cloth of the suit. "The new suit does help, though."

She took his arm for a second, looking at them more closely. "I can't imagine anyone my age making those. I go to a science and tech school. I don't think any of them could make anything like this."

"Really?" Peter had to get better at not laughing at things that aren't funny out of context. Michelle looked up at him before continuing.

"You would probably love it."

"And you don't?"

"I'm more of a literature and history kind of girl, and I want to be a lawyer."

"So why do you go?"

"It's a charter school. Free and specialized education. Might as well. I'm not bad at science either, it's just not my interest. It doesn't make it any easier to make friends, though. How about you?"

"I like school. I have maybe two really good friends. My best friend doesn't know about this." Peter tried to think of a question to ask that would make it seem more like he didn't know her. "And you?"

"Well, like I said before I don't really have any-" Before Peter could think anything of her words, she changed her mind as she started sketching into his journal. He'd brought it to her as a peace offering but she didn't read it anymore. "I mean there is this one kid. He's always looking out for me. He's a good friend. Probably the only real friend I have there. I could never imagine telling him about this, so I can understand. The biggest fear is just whether it'd put them in danger."

"Exactly," Peter answered.

"At least you have me," Michelle told him, finally looking up from her drawing. They were much closer than he realized, practically whispering despite being so far away from everyone else.

"That's turning out to be enough," He answered. Peter had a problem with staring. this time, he couldn't look Michelle in the eyes very long. He looked down to her sketch. "What did you come up with this time?"

She presented it to him proudly. An oval face with a cleft chin, deep eyes, wide lips, defined jaw. _Hazel eyes, dark brown hair, light skin._ "Am I close?"

"A little closer this time but it's still not there." She turned the page and tried again.

"Would we have gotten along if we met? Like on the street?"

"Maybe. I don't think you'd like me very much."

"Probably not," she joked. She moved and shifted the web, scaring herself. "I can't imagine living like this every day. Being able to fly like you do."

"I don't fly."

"Don't you?" They were awkwardly quiet for a moment before Michelle spoke up. "Don't you feel like you have the weight of the world on you? I mean, you're a hero. Doesn't that get lonely?"

"You have no idea."

"Maybe I do," Michelle said. Looking at her, Peter could feel how close they were suddenly. It was enough to make him blush as he realized he really didn't mind the feeling. He didn't have an answer for her, but their eyes were meeting and even through the mask it was like they completely understood each other.

If someone asked him what would have happened if they didn't get the notification about the robbery in that moment, Peter wouldn't have a good answer for them.

 _"211S. Bank robbery - 34th and 3rd. Silent alarm triggered by guard, backup requested."_

* * *

 _A/N: Thanks to my beta Splendid_Splendont! As always, requests are open on my tumblr (in my profile). This chapter has been posted in Michelle's POV (for that guest who requested it) there if you look through the tags in the navigation page. Or you can ask me for a link. Let me know what you think 3  
_

 _Warning: The chapter in Michelle's POV also includes a small bit about the next chapter._


	10. You Can Take Me There

"How fast can you get me to the library?" Michelle asked, springing into action immediately before Peter could consider telling her to sit this one out. She slipped her shoes back on, closed her purse. Peter knew there was no way to convince her not to go. Despite the sudden change in mood, she was blushing a bit and he did his best to ignore it.

"I couldn't get you there without swinging between streets," he warned her, knowing that on a typical day that would mean she'd have to stay behind.

"How fast can you get me there?" she reiterated. She pointed out the nearest library. He didn't even ask how she knew.

"That's a really far jump. Are you sure?" She straightened up, fixing her sweater closed. She was looking nervous but her chin was up stubbornly and she stared down the height as though she wasn't intimidated.

"I've got this," she said, sounding much more confident than he would have expected.

While there was really no excuse for it to be awkward, Peter still hadn't gotten used to the part where he had to pick girls his age up. It's just like when he was trying to find the best way to approach Michelle without feeling like he was stalking her. It was just different. It was one thing to lift a little old lady or some thug. There was no appropriate or inappropriate way to grab them by the side, usually because it was a life or death situation. Before today, he had never really had to lift Michelle unless it was against her will. Now that they were bracing themselves, Peter was hesitant when he reached for her waist and the moment's hesitation made Michelle notice. She was still blushing. Peter was so grateful he had the mask to hide his face.

* * *

"Get me on the fire escape. They're closed so you'll have to bust me in," she instructed him, her eyes tightly shut. It was the middle of the night but surely there would be no guards in the library to stop her.

As they landed on the fire escape of the library, Michelle got to work on one of Peter's suit gadgets. Peter opened a window for Michelle. Turning to see her as they swung, Peter saw her pulling up the GPS that watched Spider-Man's trackers. He bit his lip nervously.

"I can't find the tracker. Spidey, where's the tracker?"

"I-I never got around to doing that." He was doing his best to keep from reminding Michelle she was the one who canceled their plan to go after them. She sighed out in a solemn way that made him think maybe she caught the insinuation.

"I guess today's the day," she said, locking the trackers into their gadget, the small lifelike creatures lining up on Peter's arm to be packaged. "You don't get many shots at this. So no pressure, but don't mess this up." She shut the small bots into the container and pulled Peter's arm towards her, locking it onto his webshooters.

"You learn fast," he noted as he checked the buckle on his webshooter to make sure the trackers were secure.

"I'll find a computer and get online as soon as I can. I doubt we'll be able to tune into the police radio in time but I will try my best," she warned him.

"Wait, you can do that?" he asked, impressed.

Digging through her purse, Michelle pulled out what looked like a flash drive and an antenna. "I was going to show you this. It's an SDR receiver. Stall a few minutes and I can get you the feed. You have about 3 minutes left to get there to catch them if their average hit time is anything to go off of." Peter marveled a bit at how good she'd gotten at this job. He was about to run into the line of fire and he didn't feel unprepared.

"Where did you learn all of this?"

"I know a guy," she joked. It came to Peter suddenly: _Ned._

Michelle took a last look at him as though assessing if he was ready. Finally deciding she was satisfied, she smiled. "Go get 'em, tiger." She dismissed him, turning away with her face buried in her phone, speed dialing his suit to keep in touch with him before tossing the phone in through the window with her bag.

Peter didn't know how Michelle knew what she was doing so quickly but she was really good at seeming efficient. This distraction thing was working better than he had intended. It was as though the surgery wasn't on her mind at all. It was for the best really, since it would do her no good to think about what she couldn't change.

* * *

As soon as they arrived, Peter crawled into the bank only to see a trail of dirt leading him up into the office area. Confused, Peter stayed alert to his surroundings, briefly worried that this was a trick. The robbers were getting sloppier, but a trail of dirt was a bit much.

These people were too unpredictable for criminals. Even once Peter had an idea of what they did, they would turn around and do something completely off book. They attacked on weekends or on weekdays, no people or a busy day, no victims or three dead, costumes or masks. Peter couldn't even count how many branches of different bank chains they would attack. There were only three consistencies. They covered their faces, they used guns, and there were five of them. The last detail Peter picked up on his own, as the public still believed there were only three of them.

He caught sight of them between a few of the cubicle walls, looking through the offices at the edges calmly. They didn't seem to notice they'd tipped off the alarm in the building.

"Units are being sent in. Maybe five cops max. No additional back up yet," Michelle whispered into the headset. Peter couldn't believe what he was hearing. That wasn't enough people.

"Use the burner. Tell them I said there are five men," Peter whispered from behind the bookshelves. It was a gamble whether the police would listen, but he had to try.

There were only two bookshelves between himself and the open air near the group. Turning around, Peter was nearly spooked by the sight of the guard in the room that was behind him. He was tempted to go check that the man was alive but suddenly the man turned to him and gasped quietly. Swallowing hard, Peter collected his focus and only glanced the man over to make sure he would be alright. He was collapsed on the ground, wounds on his leg and shoulder that Peter could only assume were inflicted when he triggered the silent alarm. Kneeling beside him, the man immediately started explaining in a groaning, pained voice.

"I played dead, I pla-" Peter gestured for him to stay quiet.

"Oh my god, is that-" Michelle started. Peter tapped the microphone on his suit, their quiet signal for yes. "I'll call in an ambulance." He tapped the mic again.

"Where are the other guards?" he asked quietly.

"They locked them in the basement. There were so many of them. We weren't re-" Peter gestured again for him to stay quiet. Leaving the room and shutting the door quietly for the man's safety, Peter tried to get closer but stopped when he heard Michelle's voice.

"Is that suit bulletproof?" Michelle asked through the headset, after a long silence. He'd almost forgotten she was there. Perhaps making the suit bulletproof seemed like a design necessity, but there was no way to make a suit this flexible that was also impervious to bullets. Tony warned him to stay out of that kind of trouble. He was more likely to survive a bullet wound than the average human but-

"No, why?" Peter asked.

"You need to get out of there."

"Michelle, I'm so close. I can stop them."

"The police are outside. Their last two interactions with these men have end in shootouts. Hide or run."

"I'm hiding. I can stop them if I'm high enough."

"Then stay very clear of the guns."

"Great advice," Peter answered back, distractedly looking around the room for a good corner. There was one completely enveloped in darkness, he swung up and stuck to the ceiling and corner walls, waiting. He already had an instinct for silence during missions, but his suit really minimized sound. It was almost as if Tony had really thought of everything.

He was a few bookshelves away from them again, the office around them a mess from all the destruction. It was as though the entire act was personal. They stopped looking through the downstairs and instead broke into the offices, destroying their pattern yet again.

Before the group could really start talking, he watched them rummage through a few corner offices in the dark. He tried to aim at them with the web shooters but they were blocked by too many obstacles and Peter had been warned to stay hidden.

"That's not my office. It's this one," he heard one of them whisper. Peter made a mental note of the room they walked into. The man stuffed a gold plate into his bag before Peter heard footsteps. They hadn't even tried to look for money yet, he realized as he heard the door burst open. He stayed in the shadow but the cops entered at just the angle where their guns looked aimed too close to him for comfort.

"This is the police!" they announced, to Peter's disdain. Why they didn't try for stealth was beyond him. There people made it more than clear that they were not going to go down quietly. Immediately the burglars just started shooting. Peter aimed for the tips of their guns and tried to block off as many as he could. He only got one before he realized they were aiming straight at him. Hitting the ground as soon as he could, one bullet grazed the edge of his suit by his ribs. He cried out, just from the burn. The bullet pierced just enough to make him feel like he had been branded by a hot plate.

"Spider-Man?" Michelle piped in loudly, looking for an update. They had an agreement, Michelle didn't expect an answer out of him unless it was safe to speak. She'd have to understand when he said nothing, instead hiding behind the bookshelves and trying to get closer, while also avoiding the police. The police knew better than to shoot at him, they knew well by now that he was there to help them. Still, he knew if he got in their way or the group's way, he was a goner. He wouldn't be able to help anyone if he was shot again.

Huffing through the slight burn, he ignored it, knowing he could take much worse. Throwing himself back into the action, he slung to the ceiling and tried to walk over the burglars. They were spread out far enough, if he could get behind them he had a chance of pulling one of them back. Peter did his best to stealth his way behind one of them. They spread out far enough apart that it was easy to separate one, but it was also far enough apart that Peter was in the police's line of fire. Quietly, he tried to get a chokehold on one of robbers. He did it well enough that the man didn't cry out. He tugged his arm up into his throat but before he could have a chance at locking the man in, the man pulled away hard and threw Peter off of his focus.

Before long, Peter was the one in the headlock. He felt the room blurring as he fought back. The sounds coming out of him were more frightening to him than hopeful, even if they meant he was succeeding. He looked down for a moment to see the gap he was creating when he saw the man's arm - a slight glow to it in the dark room.

 _They weren't human._

Michelle started calling his name into the headset and the noise threw the man off, allowing Peter to escape. He seemed to have thought Peter was still able to speak despite the hold. Peter held his wrist for a moment and watched one of his trackers crawl onto the man's arms.

Peter tried to pretend it wasn't strange that everyone still thought he could sound like a woman when the YouTube videos very clearly featured his voice.

Making a run for it, Peter jumped onto the bookshelves and rubbed at his neck before stretching it. He needed one last shot at these men. Crawling until he was behind them, he prayed no one would hit him when he jumped on their back and started tugging to get him on the ground.

Just as he suspected, he failed. He was pummeled into the floor, met only with silence through his headset. The man hitting him called out enough that the police started aiming at him alone. When the shots didn't pierce through him, Peter knew it was real. They weren't all human.

The man turned, annoyed by the shots. Peter took this opportunity to run away, feeling accomplished that he got one of his trackers on. The men retreated finally, taking the stairs as the police followed them in hot pursuit. With the police in chase, Peter knew they weren't at risk anymore. The robbers would get away as always and the police wouldn't be harmed.

Outside of the building, Peter finally confirmed as he squatted on a rooftop. "Michelle, I'm out." He heard her release a breath like she had been holding it all this time.

"Did you get the tracker on him?"

"We got the tracker on him," Peter announced loudly as he swung into the sky, knowing that he couldn't stay behind.

* * *

Peter offered to take Michelle back to the hospital, but she sent him home. She insisted she would walk the way back, clear her mind. He wasn't going to push, but part of him worried maybe he should have at least watched her to make sure she made it back. Had he not been shot, he would have thought about it, but he was insistent on keeping her from knowing about the graze and the beating. If she knew, he would have to spend all of his time as Peter Parker pretending he wasn't in pain. Stopping by to buy foundation in his spider suit was embarrassing enough, and necessary with the marks that were sure to form on his neck after the chokehold.

Waiting by the phone was making him nervous. He didn't want to text or call her, so he waited. She promised to call him when she got news. He sat on his bed, in his suit, staring at the phone on his desk. It wouldn't even take him a second to pick the phone up. He held onto the bars above his bed, trying his best to stay awake. He'd tended to the graze already. It stung like hell to take care of, but at least it was over. It would be more comfortable if he got out of the suit but he couldn't help thinking about what would happen if something went wrong with Michelle's father and he needed to rush over.

He closed his eyes just for a minute, the pain taking over. He just needed to rest a little, but he would pop his eyes open the moment he heard a ring.

* * *

 _"Could Peter Parker please come to the principal's office?"_

No one relished getting pulled into the principal's office. Peter was a stickler at the time. He never did anything wrong, but he was paranoid that he would get into trouble over small things like having his phone. Being eleven, defying your parents felt like the biggest crime and his mother hated his cell phone. She never let him use it at home, so he tried to use it during class. He had never gotten detention, but that phone got confiscated so often he'd been given a talk by the guidance counselor about whether that had anything to do with his 'trouble socializing' and 'general disinterest' for a seventh grader.

Walking into the office, he immediately defended himself.

"Principal Whitley, it's math class." Peter had no way of knowing. "I can multiply three digit numbers in my head." He had nothing to prepare him. "I don't need to spend three classes on the rules of negative numbers." His guidance counselor was there and the look on her face was almost…..pity? "I was this close to jailbreaking my phone when Miss Hernandez-"

No one was amused. Or angry. The missing piece of the equation, _the emergency contact_ , was just barely hidden from him. The door opened further and Peter finally saw his uncle Ben.

" _...Uncle Ben?_ " were his last words before they destroyed his entire world. His parents were gone.

* * *

Peter woke up sweating from resisting thrashing for his wound's comfort. He was still wearing his suit. The phone was ringing for many seconds before he realized what it was ringing for. Rushing to it, he picked up the call, panting air into his lungs.

"Hello?" It was a soft, cracked voice, a ghost of Michelle's deep tone. Peter winced, his dream coming back to him. Every impulse told him just to run to her but he waited.

"Michelle," he struggled to get out, at the edge of his bed waiting to hear the words, the bad news. There were a few more gasps like she had been crying.

"He made it," she choked out, sniffing. He could hear the smile in her voice now. "It worked. We're headed home, Spidey."

* * *

 _A/N: Thanks to my beta Splendid_Splendont! You guys should be getting the rest of the story posted tonight. Three more chapters after this one till the prologue_ is _done. 3_


	11. Scared Of A Heart I Couldn't Silence

"So Tony Stark hates me," Michelle started as she entered the tunnel, throwing her backpack to the ground. "That's not something you get to say every day. I guess I did threaten him with a frying pan, but in my defense I thought I saw a rat."

"Can we set up traps for this rat situation?" Peter asked.

"Focus."

"Mr. Stark does not hate you," he insisted. "He said he thinks you're smart."

"I am smart. He also hates me," she told him with a smile. "He even offered me money to tell you I quit."

"He what?" Peter was surprised. He remembered being sent home early when Tony visited, but it only felt like a coincidence that he and Michelle were left alone.

"Why is he so worried about me?" She pulled up the tracker on one of the screens and Peter came closer.

"You're a kid," he answered from right beside her.

"So are you," she pointed out. He regretted ever telling her how old he was.

"You don't have superpowers," he said reaching to tap the screen before getting his hand slapped. " _Hey!_ "

"Until you read the manual, these screens are my babies."

"This is _our_ headquarters!"

"This is _my_ tunnel! I don't touch your web shooters, you don't touch my screens," she asserted. "And for the record, I do have superpowers." She grinned up at him, despite their squabbling. Michelle was so different now. Everything about her radiated good energy, she was so much happier even on the dullest days.

"Being an asshole doesn't count," Peter joked back at her, smiling behind the suit. She didn't even pretend to be offended, she just kept smiling.

They kept having to break their stares. Peter didn't know how to address the strange tension but it didn't seem like Michelle was making any effort. He wondered if she even noticed their behavior or if it all meant nothing to her.

Peter brought her the journal again. He pulled it out of his backpack to show it to her. This time, it had an entry regarding the dream about his parents. He wouldn't be able to tell anyone about that, but maybe he could share it with Michelle without having to talk about it. She didn't seem to read the journal anymore if he just left it lying around. So he handed it directly to her this time.

When she started skimming through the pages to get to the new entries, he started speaking to her. He felt too nervous at the idea of her reading it in front of him. "So is your dad still in recovery?"

Michelle shook her head. "No. Strangely enough, he only needed a few days of bed rest. Of course, the 'wounds' need to heal but his back is doing fine." Looking up at him when she found her page, she shook her head a little and shrugged. "There are a few relapses though."

"Relapses?"

"They said he'll feel this pain every once in a while. Like a stabbing pain. They said he's fine, though, it's just a side effect. Weird, right?" She didn't look too concerned. "But at least he's better. We thought he was going to end up in a wheelchair. He's been all over the house now. Fixing things, decorating, singing. Spidey, I can't tell you how happy I am."

Despite how happy he felt for her, Peter still couldn't shake the feeling that something was off.

* * *

Peter's hands were full juggling all the materials for the science fair presentation. He'd warned Aunt May ahead of time. He figured when she woke him up earlier than usual that she would be going to his school with him on the subway, giving him an extra hand. Instead, he woke to find Aunt May in the kitchen wearing pajamas and toasting Eggos. He watched her, baffled that she clearly wasn't helping him.

"There's a surprise waiting for you outside," Aunt May said before stuffing Eggo waffles into his mouth. He didn't know how he was expected to carry all of this so he couldn't even stop her with his hands full. Hurrying out of the building, he wondered how mad Michelle would be if he accidentally dropped a display onto the subway tracks. Distracted in his worry, he was startled into dropping the board as he passed a parked truck and heard his name.

"HEY, PARKER!" she called out to him. He looked directly up to see Michelle just overhead peering down at him through the window of the truck. Waffles still in his mouth, he couldn't answer. "This is a great look on you."

Peter put down one of the bags and pulled out the waffles, chuckling. "What are you doing up there?"

"Get in, loser, we're going to school," she answered as if she hadn't heard him. Opening the truck door, she climbed her way down to help him pick up the bags and the presentation board. "This is my dad's new truck. His new boss lets him borrow it to drive home in it."

"I figured I'd give you two little scientists a ride," David piped in as he walked around the truck. He extended a hand to Peter, like he always did. "It's good to see you, Peter. How's May?"

"Asleep again, probably," Peter joked, shaking his hand.

"Don't call us little, dad," Michelle interjected as she put the last of the bags in the truck. She climbed back into the car and extended a hand to help Peter up. Her father spotted him from behind while he climbed onto one of the wheel covers. David took the presentation board to put it in the back of the truck with the bags.

"Did I tell you you should be a lawyer yet, Peter?" David asked from the back. Peter was about to say yes when he realized he was never meant to overhear the conversation about Michelle's brother's lawyer.

"No sir," Peter grunted out as he pretended hoisting himself into the truck was difficult, but also like it didn't hurt his still healing graze.

"Dad, it's not a good joke," Michelle warned as she reached over and shut the door behind Peter. David climbed into the other side with ease. Michelle seemed to expect it now but Peter was impressed. He really didn't have much recovery time after the surgery.

"My Michelle is going to be a great lawyer," David went on as he started the car. Michelle groaned. "Much better than that boy we hired."

"Dad."

"Yale or Harvard. I'm not picky. She will probably go for Yale for undergrad. They're bigger on the humanities and Michelle here loves to read. I'm sure you know that, though, Peter."

"I do." This was enjoyable. David was such a proud and happy man with a booming voice. Michelle had her face buried in her hands when she wasn't hiding it behind her phone navigating the bluetooth radio. She found a song she liked and tried to put up the volume to drown out her father's boasting.

"How about you, Peter? You thinking about college yet?"

"We're both Freshmen," Michelle piped in, embarrassed.

"You've wanted to go to an Ivy since you were seven. I'm sure Peter at least has an idea of what he wants to do."

Peter had an answer. He wanted to invent. He would go anywhere that would let him keep inventing. If he went to college at all, that was. Being a superhero didn't really seem to lend him the time.

But being that Michelle knew all of that about Spider-Man, Peter couldn't answer truthfully.

"My Stark internship comes with good connections at MIT. If I'm lucky, maybe they will help me apply. I've always loved-" Peter pulled out the most obscure major he could think of "-industrial engineering." He didn't see Michelle shaking her head until he finished.

"Industrial engineering!" her father called out loudly. "Amazing! I'm an industrial engineer."

Peter should have stopped himself.

"Dad, you're drowning out the music," Michelle complained, clearly trying to rescue Peter.

"I don't think you can call this music. This is noise." Michelle groaned. "Hand me the phone."

In minutes, when her father finally figured out how to work the radio, the music turned into a soft jazz. They were silent for one song, as Michelle and Peter exchanged an awkward smile in traffic. Then the song changed and Michelle's father stirred excitedly. It was just the piano intro to a song Peter didn't recognize yet. Michelle immediately rolled her eyes before smiling fondly.

" _Wise men say-_ " went the voice on the radio.

"Please don't sing," Michelle half-heartedly begged, clearly resigned to her fate.

"You love this song." Immediately, Michelle's father boosted the volume and sang along, catching up with the lyrics: " _But I can't help falling in love with you-_ Peter, do you know this song?"

"Dad!"

"Son, do you know the song?"

"Y-yes," Peter answered unsure, as though he had to say yes even if it wasn't true. He faintly recalled the lyrics to the song from a movie Aunt May liked.

"Sing with me," her father suggested. In that deep voice, it felt more like a command.

"Dad!"

" _Some things are meant to be,_ " David continued alone. This part Peter knew for sure. Looking at Michelle's mortified face, Peter realized he was enjoying this.

" _Take my hand, take my whole life, too,_ " they both sang loudly as Michelle's father put the volume up louder and opened the windows. They were in traffic, clearly making a scene. Michelle scoffed before finally joining in.

" _For I can't help falling in love with you._ " The three of them sang along for the whole song before going on to pick songs they all knew so they could sing through the traffic.

Peter was so happy to see this family doing better, the Jones were good people and deserved so much better than what they got.

* * *

Peter was stuffing the last of the materials into his locker, waiting for Ned to join him so they could walk to their first class together. He left Michelle back in the parking lot with the presentation board, her father sending him away so he wouldn't be late for school. Manhattan traffic was nothing to joke about. Despite leaving an hour earlier than usual, they were still almost late.

Still, suddenly she was there at his side, smiling at something.

"I know your secret," Michelle joked. Peter just stared at her, doing his best to look confused and not horrified. "You don't really want to be an industrial engineer." Peter couldn't even pretend to laugh.

"Oh."

"I'm sorry my dad cornered you like that. We're Freshmen," she said, having difficulty coming up with words as she slowed down awkwardly. "I mean, we have a lot of time to think about college. Not everyone spells it out so early. I just don't want you to feel bad, if that made you feel bad." Finally, Peter chuckled.

"It didn't. I'm just not really thinking about college yet." Michelle nodded. Even despite their differences, she didn't seem bothered at all by his admittance. "It's sweet of you to worry about my feelings though," he mocked quietly.

"Shut up," she immediately quipped back with a smile. Her eyes looked to something off just below his face. Ned approached, about to greet Michelle. Before he could get a full word out, she took a finger and turned his chin before he could stop her. "Peter, is that-"

"Is that a hickey?!" Ned asked, a little too loud. Michelle started cracking up even louder and suddenly the whole hallway was staring at them.

"Shut up, guys," he begged, swatting Michelle's hand away.

"Oh man, I never took Liz for a biter," Michelle spilled the joke quietly between loud laughs. "That makeup isn't helping." Peter really wished sometimes that he would be able to give come back. The makeup was enough to keep it from looking like he was strangled, but it wasn't like he could say that.

"It was Liz?" Ned whispered too loud.

"I'm not going to lie, I'm impressed," Michelle joshed, finally composing herself. "Liz is a junior."

"It wasn't Liz," Peter mumbled quietly. Ned looked relieved that he hadn't missed out on news.

"Secret girlfriend?" Michelle sounded genuinely shocked for once. "Parker, you're finally interesting," she quipped, amused as she walked off. It was like she existed just to create chaos and then walk away. The words 'secret girlfriend' were enough to launch Ned into a rant about their friendship, while Peter had to figure out just how he was going to excuse the marks.

* * *

"Isn't it time to fire your girlfriend?" Tony asserted like they both knew it was only a temporary job. Peter was in his office, doing his best not to stare at all the displays in the room. There were all these little nuggets of superhero history in the room, standing like trophies in display cases. Tony's first mask was closest to his desk and Peter wanted nothing more than to reach out and touch it.

"Not my girl-" Peter was never going to win on the girlfriend front with Tony. Still, he tried. "-I am not firing Michelle. And you shouldn't be offering her money behind my back." Truth be told, Peter didn't understand this part. When it came to Tony Stark, there was so much about the man's behavior that didn't make any sense.

Peter couldn't test to be an Avenger. He had to report to Happy if anything came up. Tony was a rich, busy man - a superhero - who often seemed disinterested in Peter's smaller issues. Peter could understand why, but then Tony turned around and would take interest in the smallest of things going on in Peter's life.

This Michelle thing, for example, made Peter feel like Tony meant to isolate him into a lonely bubble where no one could really know Spider-Man.

Tony didn't even defend himself. Instead, he changed the subject.

"Are you going to be okay training with hired help until I get back?" he asked suddenly after a long silence where he fiddled with the paperwork on his desk, scrambling to put it all in a clean pile before covering it, using books like a paperweight.

"Back from where? Are you travelling?" Peter asked, the crack in his voice making it clear the idea panicked him.

"I'm in the city, I just won't be available for a while. There's this merger going on. Messy business. I don't like going into public partnerships. Do me a favor, kid?"

"What?" Kid was becoming his first name when it came to Mr. Stark.

"Listen to me, I'm not trying to get rid of your friend. If you really care about her, I think you know you can't keep this up. One day, they are going to find her, they will connect her to you, and then she will be in danger. She has a family to think about and people who want her safe. Including me, including you. She's just a kid, Peter, and she's not like you. She can't save herself."

Peter wanted Tony to be wrong. Michelle was invincible. However, he thought about what would happen if someone like the bank robbers or any other villain of the week tried to hurt her. He would do anything to keep her safe and that meant he was compromised.

* * *

"It's God's miracle, May, really," David announced. He'd come over to their apartment to talk to May, and Peter felt a little strange seeing him without Michelle. She was in the decathlon team so she didn't come with him. He and May were good friends but Peter wasn't so sure he'd ever really seen him come over before other than the few times after Uncle Ben died.

"I don't really believe in miracles, David. But this is all so sudden," she mused, smiling as she unpacked groceries. He was planning on helping her cook dinner. They were celebrating his recovery tonight, Michelle would join them later. Peter had gotten a little suspicious that May and David were flirting last time they spoke, but when he asked about it, May reacted so quickly he dismissed the subject.

According to her, she met David while she and Uncle Ben were married. David and Ben were co-workers and best friends for a long time before David went off to work somewhere else. May and David used to tease Ben all of the time, partners in crime in making the silent man blush. It was part of why he and May got so close after his death. Now they seemed more like best friends, though they had so little in common. May had that magic, she could charm anyone.

"Are we having more company over? I bought extra just in case," Aunt May noted, pulling out a few extra pork loins for baking when she saw him reach for just one.

"No, no, just the four of us. I told Michelle to invite friends if she wanted but I don't know if she did." Peter did his best to just focus on his homework, but it was so easy to eavesdrop with them right there. They went on cooking like he wasn't in the room.

"What about you? Don't you have work friends?" Aunt May teased as she always did.

"New job, new people. I'll be on my feet with them soon," he said optimistically. Peter really wanted to stop listening but the man was so mysterious. "It still hurts but they said it would stop soon, that it was a matter of not taking any medication to help with the pain. I threw away all of my old painkillers, and I'm doing everything they've said, so I know it'll all work out fine." It was so nice to hear David's optimism. Despite the commanding, deep voice of his that reminded Peter so much of Michelle, their outlooks were drastically different. "How about you? Get that promotion?" Peter stopped writing. Aunt May noticed and got very quiet, enough to make David turn to him and turn back quickly. "I think the pork is ready to go in," he said, moving to open the oven door.

After waiting just enough time, Peter picked up his things and moved to his room to give them privacy. He could still hear them from his room, regretfully.

"No news yet," May confirmed after a while. "But I'm keeping my head up."

"It's your turn for a miracle."

"Maybe," she agreed. Peter smiled. "You know, Peter and Michelle are such good friends lately."

"I'm just happy to see her talking to someone. I was worried for awhile that she didn't have any friends. And Peter is such a good kid."

"Yeah." Peter was still pleased with the conversation. Of course, May threw in a curveball. "Do you think anything's….going on there?" David's laugh sounded as awkward as Peter felt.

"Let's not go too far." Peter agreed, embarrassed even though they didn't know he heard. "But he is a good kid. I know you were worried but you're doing so great with him," he heard David say.

"I really try," May replied. She sounded fine until he heard David's reply.

"What's wrong?" Peter winced, his mind guessing at her expression.

"I just feel like he's so in his head sometimes. I don't know how to help him." Peter reached over to his phone and started blasting music, wishing his room wasn't so close to the kitchen.

* * *

Once the food was ready, Peter heard footsteps at the door. He was rushing before the doorbell even rang. He wasn't going to admit he rushed to get there first so he could talk to Michelle, but he was abnormally fast to get the door. The doorbell rang just as he opened the door.

"You're still doing that," Michelle noted, recalling the last time he opened the door just as she knocked. Peter was about to make excuses when he saw Ned at the door. They were both wearing their bright yellow decathlon jackets.

"Hey man," Ned piped up pleasantly. They both looked a little confused. Peter looked surprised enough to confuse him. "Michelle said there was a dinner?"

"Yeah, yeah," he said, awkwardly moving to unblock the door. Just as Michelle passed, he stopped her. "Hey, why'd you invite Ned?" he asked curiously. He knew for a fact Michelle didn't really consider him a friend, even if she was fond of his company. At times, more fond of it than Peter's company.

"I wanted my dad to think I had more friends," she answered simply before walking off.

* * *

After dinner, Ned and Michelle stayed behind because David was still talking to May. In his room, Ned was still drilling Peter about his secret girlfriend. Amused, Michelle was merely roaming the room with a smirk as she fiddled with his Star Wars figurines. Peter couldn't really help but watch after her. He was self-conscious about her being in his room. She'd never really been there before. Whenever they studied it was in the living room. With a thought that made him blush, he realized she probably wouldn't be allowed there if Ned wasn't there with her.

"Clearly, we're asking the wrong questions," Michelle interrupted Ned's ranting. "Really, we should be asking, how embarrassing is she?" She smirked at Peter, clearly enjoying this. "Peter would be telling us if he wanted to brag, but he doesn't. He's not that interesting, so clearly it's her that has a problem."

"Maybe she's embarrassed by him, we are kind of losers," Ned mused. Michelle frowned slightly. Peter knew she'd be unwilling to pay him the compliment that was clearly sitting on her tongue.

"No, I'm sure she's embarrassing," she said, continuing her mocking while pacing the room like it was an interrogation suite. "So Peter, what's wrong with her? There are right and wrong answers here, so don't be an ass."

Peter could not understand how Michelle could be so nice to Spider-Man but so jokingly malicious with Peter. Well, he had an idea, but he wasn't willing to face facts there.

" _Michelle! We're leaving,_ " David announced through the door. Saved by the bell.

* * *

"Any luck with the tracker?" Spider-Man asked Michelle as he stepped into the tunnel.

"They're still moving," she answered, reading a file on the screen. "I ordered one of the trackers to come back. I realized it might have some DNA on it that could give us an idea of what these guys are. That is, if we're sticking to the not-human theory." She eyed him doubtfully.

"Believe me, Michelle. I know what I saw."

"Well, I ran it through the lab Tony gave me. It came back positive for genetic mutation. I don't really know where to go from there so I've been researching the labs that are currently working in the area. The tracker has linked them only to Manhattan, which narrows it down." Peter watched her screen, impressed by how quickly she was getting through the company lists. He briefly saw a name that made his stomach churn with recognition. It was taken off the list by the program. "What happened to Oscorp?"

"They operate in Brooklyn and specialize in a different kind of biochem, mainly on stem cell research and radioactivity. No license for performing experiments with genetic mutation," she answered thoughtfully. "No connection."

Peter swallowed. She was right, but he wanted them back on the list for selfish reasons. She was waiting for an answer. "How is your dad doing?" He had to keep up the impression that he wasn't getting updates anywhere else.

"He's good. He's doing the walking, the exercise, the new diet. He's really taking everything very seriously. I still can't believe it's over…..I found the name of the one guy who worked at the bank the Kerrig robbers hit last."

"Oh?" Peter couldn't get his mind off of Oscorp. If they were involved, this really was too dangerous for Michelle. She rambled off details about the man, his high-level job with the bank chain they robbed, a lack of connection between the other robbers and the bank chain, how it wasn't the only bank chain they robbed so it couldn't be the full motive. They robbed five different chains in total so far, with no expectations of whether they'd go after more. Peter mumbled something about Michelle needing to find out why the man was fired before he hurried off to think.

* * *

The next day, David picked Peter up again with Michelle to take them both to school. He had to wake up early and getting to school took longer this way, but Peter didn't want to refuse when David offered. It was much more fun and a lot less stressful to drive in rather than take the subway into midtown. Besides, Michelle promised to ask her dad to drive the truck a little too close to Flash's new car.

The trip was fun, the three of them singing the entire time and not even talking. It'd been awhile since he felt able to just be a carefree kid and the little car rides made him escape the world for a minute. They were taller than every other car on the road, wind blowing through the open windows and rushing into their hair. Nothing could touch them.

As Peter climbed down, he felt refreshed. David got out to help Michelle out through his side when he suddenly keeled over, calling out at first and then just groaning. Michelle dropped the backpack she had been handing him and hopped out of the truck as Peter rushed to his side. It was only a few seconds until he stopped crunching himself in. He gasped air in before finally standing back up. Despite the fear in her eyes, Michelle looked at Peter like he was the one who needed comforting. Like it was routine.

"It's just the pains we were talking about, Peter. He's fine. You're fine, right?" she asked, her voice small and unsure. Her father nodded, sucking in another breath.

"Sorry you had to see that, Peter," he lamented. He looked embarrassed. Looking to Michelle, she clearly wasn't over it. She just watched her father nervously, afraid like she looked on the day before the surgery.

It came to Peter loud and clear then: Michelle was not invincible. Like him, she was just young and brave, but it wasn't enough to make her untouchable.

He couldn't keep putting her in danger.

"Oh, Michelle, your backpack," David said. In the fall, it seemed to have opened and pour out its contents. David was bending over to pick it up when they all saw it. The burner phone, open on the ground next to her pens and books. Michelle and her father exchanged looks, and Peter was too horrified to say anything.

"Peter, I-I'll meet you inside," Michelle said in a weak, scared voice, not even looking at him. He couldn't counter her on that, so he walked into the school wondering just what her father could think she was doing with a burner.

* * *

Peter couldn't find Michelle for the rest of the day. Just when he wondered if she'd missed the school day, she popped up at his locker looking pale.

"Look, about the phone-" Michelle started nervously. Peter could only imagine how that talk went with her father.

"It's none of my business," Peter answered immediately, with a supportive smile.

"No, it's just for-"

"Michelle, it's fine. You have nothing to explain," Peter offered her the way out. Sighing, she seemed disappointed she couldn't explain. Peter appreciated that she wanted to tell the truth but he knew he'd have to act as though he believed her, and she seemed to see right through his lies. She looked around, clearly looking for a change of subject. Their eyes landed on a sign for the Winter Formal.

"So I guess you're going to that lame winter dance?" she joked.

"Of course not." He could imagine any number of things he'd rather be doing.

"Not going? What about your girlfriend?" Michelle asked, feigning shock.

"I don't have a girlfriend," Peter muttered, realizing that he blushed every time she mentioned it. It was probably the only reason she still thought it was funny. "Why don't you believe me?"

"It would explain a lot about you."

"How so?"

"Well, you're moody and you disappear all the time. Not just during school work, but in the middle of any conversation." Peter marveled at how easily telling the truth came to Michelle, like nothing she said was meant to bother him. "And if not, then what's that hickey on your neck?"

"It's not a hickey." Peter regretted denying it. Trying to think of an excuse, he settled on hoping the truth wouldn't lead to any questions. "It's a bruise."

Michelle's smile was gone suddenly. "Please tell me it wasn't Flash," she asked carefully, her tone measured and serious. Her expression and body language went into such a change, like she was contemplating a plan of action. Peter stared at her like she was a vision, unreal in how easy it was to get her to care about his problems despite her icy attitude. "Peter?"

Even if his life as Spider-Man was too dangerous for her, he refused to lose her.

"Michelle, do you want to go to the dance with me?" he answered before he could stop himself. If he couldn't be around her as Spider-Man anymore, he had to make her want to be around _Peter_.

"What?" she asked, her tone unintelligible. The reaction made him backtrack.

"As friends, I mean. Ned's going. We could meet him there. Unless you really don't want-"

"Okay," she mumbled quietly, her expression empty of anything but confusion. She had just a hint of a smile when she turned and walked away.

* * *

 _A/N: Thanks to my beta Splendid_Splendont! Be sure to let me know what you think 3_


	12. A Friend Who Never Calls Me Crazy

Nervous as he was about the dance, Peter didn't regret doing what he could to make Michelle like him. At the very least, he wanted her to be as close friends with him the way she was with Spider-Man. The very most of his intentions was an idea he was not ready to explore.

But this meant as Spider-Man he had to commit to not calling anymore, and staying away from the tunnels when he could. It would be hard at first, but worth it. Michelle had to be safe and she wouldn't be safe if she kept helping him.

Unfortunately, the first days of silence didn't last. When calls and texts didn't work, she began leaving him notes in the tunnel. They scattered the wall in post-it notes.

 _Spidey, where the hell are you? The news would be all over it if you were checked in at a hospital or if you died so I figure you're alive. I hope you get this. I'm kinda worried._

 _Spidey, are you sure you're not dead?_

 _Okay, now I'm just scared. I scanned hospitals for rooms with unregistered guests. I also looked up and visited every burn victim in the city (granted, there were 2). Coronary offices have no one that match your height and weight. No one's found your suit._

 _Where are you? I know you're not dead. You were in a video last night._

 _You left notes here. I know you're reading these._

 _You are such an ass, it takes one text to stop worrying me. One._

 _Also, fuck you._

The last one made Peter smile a little, though he was sad to see how she was taking it. At school, Michelle was in a great mood with him but he could still tell she was hurt about something. Her father was doing better, if a little sleep-deprived from the aches, so he knew he was the only source of her troubles.

While at school he got a text from her "I thought we were friends?" that worried him. He started following again, the act feeling even more invasive than it used to. Nothing about her movements changed except that she'd go to the library more often than the tunnel now. She was still leaving Spider-Man clues about the Kerrig robbers but she didn't leave him notes anymore. She just left him files on Whitman, the man they bugged with the trackers.

By her behavior, it seemed like she was getting used to it. By her expression, she was still struggling. Peter didn't like it either. He missed having someone to talk to but things were going to be better this way in the long run.

He took every opportunity to remind her about the dance in order to distract her. "So what color should I wear? I want us to match," he joked. She laughed a little forced.

"I'll wear orange," she answered.

"Really?"

"If I said yes, would you show up to the dance dress like a traffic cone?"

"If it'd make you happy," he answered, meaning it. She half-smiled. It was obvious to her that Peter knew she was upset, it had to be. Still, she wasn't pulling herself out of the mood even just to comfort him.

"Just don't flake out on me, bruh," she sighed under her breath. Peter blinked.

"What?"

"You are super flaky. I half expect you to show up with an excuse as to why you can't go." She didn't seem too upset, just frank.

"I will be there," Peter asserted, wishing Michelle made it just a little bit easier to be friends on this half of their lives. She wasn't wrong but he wished she'd stop digging at his insecurity. She kept her eyes on her backpack. He wondered if she expected her phone to ring, if she somehow hadn't given up yet.

* * *

It was the day of the dance and Peter was finally feeling optimistic. After a week of silence, it seemed like Michelle had at least accepted that Spider-Man was out of the picture. He hated to upset her but he had to accept that Tony was right and this was the best course of action.

Packing his backpack for the last period, he wanted to be ready to go meet Michelle at her locker. He realized he never asked about who would be picking up who. Aunt May's car was small and humble, but it was a little less dramatic than a giant truck driving them to the dance. He figured it was the best course of action, but he didn't want to assume she'd agree. He usually didn't guess right about her.

"Peter!" he heard an angelic voice chime at him. Turning, he did his best not to let his jaw loosen when he saw Liz. "I'm still struggling with Spanish. Is there any chance I could get your help tonight?"

"Yes," he answered immediately, before realizing his mistake. "I- I mean no. I have the formal."

"Oh, I didn't think you were going."

"Yeah, um, I have a-a date," he said, wondering why he couldn't finish a sentence without stuttering.

"Who?"

"Michelle," he answered after a minute as if the question was hard to process.

"That makes sense," she told him with a smile. "I always thought something was going on between you two." There was too much confusion in one conversation for Peter to be able to handle. He willed himself to snap out of it.

"There's not. We're going as friends," he explained carefully.

"Oh," Liz said, changing the tune in her voice to one that sounded….genuine? "So tomorrow, then?"

"Tomorrow?"

"Spanish. Tomorrow. I'll see you in the library." Peter could not believe his luck.

* * *

Walking up to Michelle, Peter was so over the moon he forgot what he was even there to say.

"Ew, why are you so happy?" Michelle said with an amused smile as he reached her.

"Liz just ask me for help tomorrow after school."

"Win," she answered him, smiling. He didn't really talk to her too much about his crush on Liz. It didn't feel...appropriate. Yet, she was always rooting for him even if he wasn't addressing it.

"Hey, can we talk?"

"You're not canceling, are you?"

"No. So Liz suggested that people think we're dating and I was wondering if maybe we should tone it down," He said, trying to explain his thoughts.

"Tone it down?" Michelle asked, in such a sympathetic tone that Peter could only assume she was faking it.

"Just-"

"Tone our friendship down, you mean?" she continued. He could feel just how badly he messed up.

"Michelle-"

"Well, sure, Peter," she agreed, pretending to be helpful. "We're at about a barely talking level, so we could just go back to not talking."

"That is not what I'm saying."

"Then what are you saying?"

Peter sighed. "I'm sorry, forget I said anything."

"Done," she snapped before walking off. Peter never even got to ask about Aunt May's car but it didn't feel like it mattered anymore. Michelle was going to ditch him.

* * *

It took a long time for Peter to understand why Michelle reacted the way she did. After going dark on her as Spider-Man, being insensitive about their friendship was going to cost Peter some of her trust. When they got to her door, Peter prepared his apology, rehearsing lines out loud before ringing the doorbell.

Not even a second later, she opened the door. As if she had been waiting.

"Frightening, isn't it?" she teased.

"How did you-"

"I waited by the door," she said, shrugging. "I didn't know you talked to yourself." Peter looked to the peephole and sighed. He deserved that.

"Look, I'm really-"

"Is that May? Is she driving us?" Michelle asked, ignoring him as though nothing was wrong. Peter wished she'd just be mad at him. Sighing, he finally really looked at Michelle and noticed her dress.

"That is so-" Michelle raised a hand at him to stop talking. She was wearing a bright blue flowy dress and sparkly shoes. The first word that came to mind was frilly when he looked at it. It looked fine, it just also looked so strange on her. Peter wasn't even sure in the time that he'd known her if she ever wore a dress. Or heels, for that matter. Her hair was done up nice, the characteristic frizz gone, making her look like a completely different person. She was even wearing makeup.

Peter wondered briefly if she lost a bet. She pulled a backpack up off the floor.

"Blue. Too blue. My dad bought it. I have a change of shoes and clothes in my backpack. Let's go before he sees them."

As if on cue, he heard Aunt May stop the car. "Shut up!" she cried out in shock from the car. "Michelle, you look so cute! Look at your hair!" Peter was embarrassed for Michelle's sake. Pulling out her phone, Peter knew what was coming.

Pictures.

"Get close together you two!" she called out happily. "I have to get a picture of this. You both look so cute and grown up." She was practically cooing at them. Michelle discreetly hid her backpack behind her back as she smiled for a picture. Aunt May was the only one who could get her to agree to things like this. Michelle let out a quiet whine when her father David came up and took it from her.

"Oh Michelle, I'm so happy it fit," he said, as if playing along to the idea that she wasn't hiding anything in the backpack.

"Thanks, dad," she said, doing her best to sound grateful. Looking to Michelle for support, Peter knew when she met his eyes they both willed for an escape.

* * *

"For the record, you do look nice," Peter tried as they got out of the car.

"Shut up."

"I'm surprised you still came. I'm really sorry about before."

"I honor my commitments, Parker," she quipped in a condescending tone. Michelle occasionally held the authority of a frightening schoolteacher. "You better not disappear on me."

As often as she said it, Peter didn't like to promise her that he wouldn't. He knew better than to lie about things he couldn't control. He would do everything he could to keep from abandoning her. Keeping her friendship was top priority now, especially after he came so close to pushing her away. There was no coming back from abandoning her as Spider-Man. The thought of losing her scared him, Michelle meant too much to him for that.

Just when he thought the mood was dead, he heard a familiar song on the radio.

"W _ise men say,_ " the slow song began. Peter had an idea. Michelle seemed to be able to read him.

"No."

"Come on, you love this song," Peter insisted, seeing right through her stiff expression. She crossed her arms and shook her head. He stretched out a hand and she just looked at him like he had three heads. Clearing his throat, Peter took the one action he knew was necessary to convince her. " _Take my hand-_ "

"What are you doing?" she asked, horrified.

"- _take my whole life too_ ," he continued singing. She took his hand with a pout.

"Just stop singing."

Peter was horrible at slow dancing. Terrible. When he wasn't stepping on her toes, he was asking her to stop laughing at him. He had to threaten to keep singing to scare her into silence. Even then, her giggles were escaping their form.

"People are staring. Won't Liz hear about this?" she teased.

"I am sorry. Really," Peter said just as quietly.

"It's fine, you were just being dumb." Even Peter chuckled at that. The song ended, and Michelle looked off to the side while Peter looked the other way, catching sight of Ned staring like his world was just blown away.

"Excuse me a minute." he approached Ned.

"Is it Michelle?" Ned asked. "Is Michelle your secret girlfriend?"

"What?" Peter asked, his voice slightly raised. People turned their heads to him, and he walked Ned off to the side. "No, we're just friends."

"It all makes sense now." Peter heard a chorus of 'no's run through his head. He didn't want anyone talking about what he felt, not before he could have a chance to figure it out himself. Ned ran through his reasons, mainly citing that Michelle and Peter spent so much time together and never talked about why. He noted how much May loved Michelle, how much David liked him. The way they'd sit together at dinner, and how rarely Michelle insulted them nowadays.

Peter wished he could explain to Ned, but Michelle's business was not his own. Before he could say anything, Michelle cleared her throat from behind him. She didn't seem to have heard.

"What are you two losers talking about? Ned looks like he's seen a ghost."

"I-I-We-" Ned was never good under pressure. Michelle just raised an eyebrow. He never had trouble talking to her before.

"Ned just needs a minute," Peter said finally. Ned nodded, looking at Peter with a smile like he was picking up a message about privacy that Peter had not intended at all. He stared after him, wondering how he'd get him off of this train of thought. He didn't break eye contact until Michelle cleared her throat again.

"Peter," she said his name the softest he'd ever heard it. She came closer, speaking quietly. "I wanted to thank you. For everythin-"

Just like clockwork, Peter's phone rang. The contact flashed 'Anthony'. Tony.

"I'm so sorry, Michelle, I have to take this."

"Go ahead," she said, clearly doing her best not to say I told you so. Stepping away, Peter answered the call.

"How fast can you get here?" Tony asked. "It's quick, I promise."

"Can we do a rain check?"

"No."

"Give me a few minutes," He answered. He knew that if he was being called, it had to be important. Turning to Michelle, he realized this was going to complicate things. He didn't even know where to begin talking her out of anger.

"You have to go," she guessed.

"Michelle, I am so sorry-"

"Peter. Just go," she told him calmly. She didn't look disappointed. He stared, unsure of whether this was a trick. She sighed, clearly doing her best to calm down from whatever initial reaction she had. "I know I've said a lot of things. You disappear a lot but I'm not friends with you because I think that's all magically going to stop one day."

"I promised you I wouldn't leave."

"And I know you meant it," She said. "I'm not friends with some ideal version of you. You don't expect me to wake up one day and be different. I don't need you to change either."

Peter didn't know what to say.

"Okay. You have got to learn to stop staring," she snipped playfully. "Go get 'em, Tiger."

Peter could barely register what he was feeling at the moment, but one thing became abundantly clear: He needed Michelle and he didn't ever want to lose her.

Nodding, he hurried out the door. Once he was out of the gym, he turned the corner, pressing his back to the wall. He turned on his second phone and peeked over to where Michelle was standing, doing something he should have done a long time ago. He dialed her number.

With the phone's filter slightly changing his voice, he whispered into the phone. "What are you up to?" There was a long silence. Peter wondered if she had hung up before she finally answered.

"Getting ditched at a school dance," she replied softly. He could hear her smiling, though her back was to him. In a way he couldn't understand, he really loved that she had missed Spider-Man.

"Sucks," he said, happy that they were talking like this again

"No, I'm sure he had a really good excuse," she answered honestly. Peeking over, Peter could see Michelle still smiling as she walked off to a corner to talk. "People do all kinds of things for good reasons." Peter sighed, relieved he'd finally found someone who understood.

"Do you want to go on an adventure?"

"When?"

"Give me an hour."

Another long pause.

"See you on the roof, Spidey."

* * *

 _A/N: Thanks to my beta Splendid_Splendont! 3_


	13. You Make Me Feel Good

"I found your guy," Tony announced as soon as Spider-Man popped up on the Stark Tower balcony. He said he wouldn't get involved with Peter's cases, but occasionally he did give some input. Once Michelle confirmed the man's identity, Tony had been their first call. She knew exactly how to force him to hear them out. Meaning she wouldn't stop calling and talking over him until he agreed to help. Peter was starting to follow her lead, now that he knew that it worked.

"Remember how I said his name sounded familiar?" the man asked, approaching with a file. Peter nodded. "Read this." Immediately scanning through the files, Peter saw a photo of Whitman and his job history. Reading through, he saw an arrest record. "He laundered borrowed money from the federal reserve?"

"Are you done reading yet?" Tony asked. Peter shook his head. Tony tinkered away with a gadget at one of his desks as Peter finished reading. There were documents from Damage Control regarding the real charges: laundering money from the Department of Damage Control.

"What does this mean?"

"The arrest record is real, but the charges are fake," Tony explained from his desk. He pulled up a picture of Whitman's arrest record. "During a sting, we found a collective of bankers who were taking money provided by Damage Control."

"Why would Damage Control give banks money?"

"During the New York attack, a lot of records regarding finances and people's property were destroyed. In the chaos, a lot of people lost recent deposits or had to borrow money to restore their lives. Some banks were destroyed entirely and charged customer accounts to rebuild. The DDC found a way to pay low-income families back in order to prevent chaos."

Peter nodded to indicate that he was following, but he couldn't help considering how cold hearted someone had to be to take money from people who need it most.

"Whitman is one of many that told the public the help was minimal, keeping the money for himself while people went bankrupt. They arrested him, but they couldn't allow word to get out about what he and the other bankers really did. So the DDC changed the charges. Somewhere along the line, their case tampering was exposed. In exchange for silence, they dropped the charges."

"And this man got to go free?"

"Yes."

"You _own_ Damage Control," Peter said, confused.

"I didn't know about this until it was too late," Tony said in his usual tone. It was hard to get him to admit he was wrong. When he did, it usually ended up with his admittance being very casual. Peter did his best not to let that get to him. "I want them put away, but I need you to do me a favor."

"What?"

"When you turn him in, don't mention Damage Control."

"What?"

"I'm not asking you to lie. He was dismissed on the charges for DDC. There's no point in telling them. What matters is the robberies." Peter was stunned at the request. He didn't want to judge Tony, but this didn't seem like something he could do. Tony's demeanor gradually changed to something much more uncomfortable to watch.

"Is this the company you said you wanted to keep from going public?" Peter asked. As always, he didn't answer.

"Business isn't easy. I do everything to keep things like this from happening but I can't be everywhere. People are selfish, Peter. That makes them dangerous. That's part of why I do what I do now." Tony took back the file. Peter nodded. Even if he didn't agree, he knew Tony was only ever looking out for everybody.

* * *

"Mr. Stark says it's important that we catch these guys," he repeated to Michelle that same night when they met at the tunnel. Peter knew they didn't have the evidence yet to get Whitman and his crew on the robberies. They had found the Kerrig robbers' lair after only a week of tracking them, but finding them wasn't enough. They needed proof.

"That's great, so what's he going to do to help?" Michelle asked, expectantly. Spider-Man turned to her, hands down because he didn't have a defense. "You're joking." He heard her mumble something under her breath about the rat before picking up the phone.

"Please Michelle, can we try to solve this one without him?" She looked at him curiously before putting the phone back.

"We could use the trackers," she suggested after a quiet minute.

"How?"

"I'd have to adjust them, but there is something in the manual about using them for audio. It's very temperamental though. We'd have to use a lot of them-"

"That's perfect-"

"-And I'd have to go with you."

"No." He was ready to insist when he saw the brief flash of anger in her eyes that didn't reach the rest of her face.

"I think it's time we talk," she said, in a mild tone that was probably the softest to ever strike fear in him. "Going dark on me like that was _cruel_. I understand what you thought you were doing but you need to start taking me seriously. I deserve more after making it this far, Spidey."

Peter was going to argue, but he didn't want to make her angry. In trying to find the right words, he realized he didn't have a good enough reason that she'd actually listen to.

"I just want you to be safe, Michelle."

"And I am just here to help. To put the bad guys away. I'm not here to be protected. I know I've let it go a lot, but I am not anybody's girl, I'm not a sidekick." And with that, Peter knew he didn't have another choice. The police had no idea who these guys were yet, meaning there was nothing to trace to their identities. Getting them arrested now could just as easily mean they'd get released due to lack of evidence. They made it in and out of the tunnel without incident. Michelle was an expert at getting the trackers to work as audio bugs.

Yet again, Michelle was proving herself invaluable to him.

* * *

"I can understand why the Kerrig robbers went after Whitman's company, but they were too unpredictable for things to be so clean," Peter noted as the information poured in through the bugs that night. The computer was transcribing their conversations as he and Michelle watched.

"What always stuck with me is why they would change bank chains," Michelle posed.

"You said they were targeting Kerrig safes. Tony says those combinations are given to the highest executives. Whitman would have had clearance."

"He would have known his own chain's combinations. What about the other four chains?" she posed. "Kerrig safes are only available to those who know the combinations."

"Whitman had plenty of help." For a minute, Michelle put up the volume and listened carefully, counting.

"There are five of them," Michelle repeated, distracted.

"Yeah, there were five of them at the bank." Michelle rushed to the other side of the tunnel by her books. "I told you that."

"You said Tony said Whitman wasn't the only executive who was arrested, right?" Peter only told Michelle half the story Tony told him. As far as Michelle was concerned, Whitman was an executive accused of stealing from the Federal Reserve.

"He was the only one in his chain."

"What about other chains?" The realization finally sunk in. Five chains hit by five men.

Michelle began searching other executives arrested on charges of stealing from the reserve. Many results turned up, but only a few per bank. On a different screen, she searched for videos of each man, programming the bugs to isolate voices.

On Youtube, Michelle found videos of each executive making a speech. From there they narrowed down one man for all of the four other branches. By the end of it, Michelle finally stopped holding her breath and Peter cried out.

"We caught them," she breathed out nervously.

"We caught them," he repeated, excited for what was next.

* * *

The next day at school, Peter had to do his best to stifle his smile. Walking up to Michelle, he figured his best course of action was to apologize for ditching her at the dance. When he reached her, she was practically glowing from how happy she seemed. It was like every weight on her shoulders was gone.

"What's going on?" he asked, feigning surprise.

"I had a good time at the dance last night." Peter knew it was a lie, but he was flattered regardless. Leaning on the locker next to her, he smiled back, unable to hide his mood.

"I'm sorry for leaving."

"I meant everything I said, Parker." She shut her locker and hugged her notebook to her chest. "Walk me to class?" she suggested. Peter could feel the change. They were friends, real friends now. She was friends with him _and_ Spider-Man.

"How is your dad?" Michelle's smile faded for a second before returning.

"You know, it's so funny, he got really bad for a while and then he just got better."

"What?"

"Yeah, it was killing him to go without something to numb the little fits he'd get. Then, I think they stopped coming. He's even had a lot of energy lately. He's been all over the place."

"That's good, I guess."

"I hope it is. I'm trying to stay optimistic."

"That's not your style," he pointed out.

"It's time for a change. Just don't tell anyone. I have a reputation to protect," she joked back. Peter never really thought he'd find this much relief at once. Everyone would be happy soon. Once the robbers were arrested, everything would be over. He had the damning feeling that maybe the arrest would go wrong but he was too happy to let paranoia get to him.

As they sat together, Peter didn't even try to stop staring even when it made her blush. They laughed between themselves over nothing. When Ned gave them a weird look, Peter didn't let it phase him. Things were going to be different.

* * *

After they bugged the lair, the Kerrig case seemed to solve itself. Once the police had the audio they gathered from their conversations, it was just a matter of Peter setting up the right trap. Spider web was never going to hold them for long. With the FBI calling in a SWAT team, the combined effort became enough. With the evidence on their side, Whitman and the others would be going away for a long time.

Michelle seemed perfectly content not looking into Spider-Man's theory that they were not human. So long as the criminals were behind bars, she didn't really seem to think there was much mystery to pursue. Peter knew as soon as the men were put away, Damage Control would do everything to hide their non-human identities.

Maybe it was just a trigger for him, but Peter couldn't let it go. If Oscorp was causing any more trouble than it already had, he had to know about it. These robbers weren't just strong, they were mutating. Something was off about their histories and he intended to find out what.

* * *

At school, everyone was talking about the news. There was a sign outside thanking Spider-Man for keeping the streets safe. The halls were loud and busy, everyone rushed as they hurried to discuss the Spider-Man's latest feat.

Before anything else, Michelle had rushed to Peter's side before first period. She surprised him with a hug. She had promised Spider-Man would catch these robbers, and he did. Peter didn't let go for a long time, just happy that it was all over.

The dead man's figure would always stay in the back of his mind, but maybe he could forgive himself now. They'd caught the robbers, they'd caught his killers. Peter vowed to get better at this job. Still, he knew he couldn't keep the promise unless he kept digging. He had to expose Oscorp, he had to find a way to get the city safe from them.

* * *

It was time for Algebra, the one class he always ignored. Peter was prone to research when he thought no one was watching. Peter sat in the back of all of his classes for this reason. Ned was there, but this was the one class where he'd sit away from Peter. Unlike Peter, Ned loved being the best in the class, often sitting in the very front so that he could show off. It gave Peter the opportunity to research without being watched.

Peter was deep in his research on the company's backers when he was startled as the class started.

"What are you looking at Oscorp for?" Michelle asked from behind him. This wasn't her class. She took algebra with a completely different teacher. Besides-

"This is your free period," he blurted out, loud enough for the row in front of them to turn around. Michelle just squinted at him.

"I have to make up a class," she explained, pulling out the seat next to him. "So why are you looking at Oscorp?"

Peter turned back to his tablet, thinking up a good excuse to himself. There was a giant green box labeled Junior Internships: Apply Now! "I am thinking about switching internships," he lied, already trying to come up with a reason why it wasn't working with Tony Stark. "The Stark internship is getting really boring." It was weak, but it would have to do. She hadn't doubted his lies yet, he wasn't sure she ever would anymore.

"Boring? Peter, you spend every minute of every day working there."

"That's why. It's just time for a change." Michelle watched him work for a minute. Peter clicked on the internship application just to seem convincing. When she finally spoke up, it was in a more supportive tone.

"Well, you know how I feel about Oscorp." Peter turned, slightly worried. The only time she'd mentioned Oscorp to him was when he was Spider-Man as they investigated local institutes. Before he could ask what she meant, she shattered his mindset, clearly seeing the confusion on his face. "That's the company that operated on my dad. Didn't I tell you?"

It was as if Peter had entered a new world. He couldn't warn her, but someone had to. Half an hour had passed and he was practically coming out of his skin with how badly he wanted to warn her. Staring at the clock, waiting for class to end, he tapped his foot nervously planning his escape. He'd have to get a phone call to her. She'd listen to Spider-Man.

As Peter schemed, he was distracted when he brought his eyes down to the door to the hallway. There was Aunt May, walking past the classroom door with the guidance counselor. Sure that he'd gotten himself into trouble, he was confused when he saw the principal also pass, seeming rushed.

He met Aunt May's eyes, and she looked away quickly before passing the classroom. She didn't look angry. She looked sad.

 _A principal, a counselor, Aunt May._

Considering Peter didn't have anyone left to lose except for her, he couldn't imagine what they were going to tell him. He glanced at Ned, sitting in the front of the class, looked back to Michelle. They were all safe. Tony was probably safe or the entire school would know about it by now.

The teacher walked to the door for a moment, whispering with whoever was there. As Michelle unknowingly covered the noise by tapping her pen on the table, he could only make out the last words: 'Yes, she's right here. She's making up a class.'

Peter recognized his mistake. He never considered the possibility that Aunt May could be anyone else's emergency contact. He looked to Michelle, wanting nothing more than to brace her, prepare her for whatever was about to come. Instead he froze. He knew he could never have been prepared. There was nothing he could say that would make this any easier.

 _"Michelle, could you please report to the principal's office?"_

* * *

 _A/N: Aaaaand that's all she wrote! That marks the end of part 1. The next chapter I post will be a preview for part 2. I hope you all enjoyed this._


	14. Take My Hand In The Middle Of A Crisis

Welcome to next part! I am so happy to be starting the actual series. This is my first series so I'm feeling very talkative. Thank you so much for joining me for the prologue. This was so fun to write!

I'm not going to lie, I'm screaming. And I am really excited to be presenting to y'all the **short introductory snippet** to the next part of the series, as well as the proposed summary:

* * *

After getting the news, Michelle couldn't really remember how to speak. Occasionally words would just come out, but rarely were they about what she was thinking. She asked 'what now?' when she really wanted to tell them they would have to drag her screaming from her home if they intended to move her. She asked things like how and where when what she really wanted was for everyone to leave. More than anything, she wanted to go home, but instead she asked if she would have to go back to class.

Her numb reaction concerned the counselor, who insisted on having a moment alone with her. It felt like hours since the principal left to speak with May. When they left, she could hear they were discussing paperwork and custody. The principal was intent on finding Michelle's godparents since she didn't have immediate family other than Vincent. All she'd ever known about her godparents was that they were around until she was ten and that the Jones knew them through her mother. When her mother abandoned them, they didn't have the guts to show their faces around the house anymore. They never even said goodbye to her.

She had never known May was her emergency contact now, but by May's surprise, it was clear she didn't know either. It only made sense. Ben was probably her last contact, with how close he and her father were. Ben was there for them when her parents separated. He and May took Michelle and her brother Vincent out to watch baseball games and see movies to keep them distracted. They came over and cooked dinner when her father couldn't find the energy. They dragged David to church when he tried to skip too many Sundays. They were better parents to her at the time than her own mother had ever been. Not that she'd tell anyone, but Michelle felt more regret when Ben died than when her mother walked out on them.

The thought of her father and Ben being reunited now made her swallow hard as she forced herself to think of anything else.

When Michelle concentrated, she zoned out of her surroundings completely for a few minutes. Her mind would go to places that would help her keep her head straight. She was silent as she focused on escaping the moment. The school counselor was there sitting across from her, waiting for her to speak now that they were alone. She didn't have anything to say. She refused anyone the satisfaction of watching her breakdown. She was strong enough to handle this without falling into pieces.

Michele didn't know how close by May was until she could hear her voice through the door. "Foster care?!" was the one audible fragment. May's tone was indignant and harsh. It was enough to snap Michelle out of her own mind.

If they couldn't find her godparents, it only made sense that they'd turn her into the state. She refused to go to foster care. She would run away the moment she could if it meant she wouldn't have to go. _Spidey would hide her._ He would help her escape if she needed it. She would rather live in the damn tunnel than let them take her. Surely they could find a way.

The counselor looked at her expectantly, catching on to the change in her expression. Michelle didn't intend to tell her the thoughts that rushed into her head, but she braced herself with a plan. There would come a time where perhaps they'd let her stop in the bathroom. There was a window in the girl's room nearby. If she could find a way to get through it and go get her phone-

Before she could finish the plan in her thoughts, her strength reached its limit. Michelle started crying hysterically for the first time since she heard the news. She was never one to make a scene, but her sobs came to her violently against her will. She felt like she couldn't breathe through it, her chest collapsing in on her and tightening around her lungs. She realized nothing was going to make this any better, not a plan, not a distraction. There was no solution.

May barged into the office quickly when she heard Michelle cry out. Michelle didn't notice her come in until she was suddenly face-to-face with her, May was kneeling on the ground in front of her just to be at her height.

"Michelle, look at me," she whispered. Michelle briefly silenced herself like it was a part of the command, hiccuping and sniffing as she held back a new wave of sobs. She could see in May's eyes that she had also been crying. May brushed Michelle's hair out of her face, away from her tears. "You're coming home with me. Is that okay with you, sweetie?" Failing to hold in the next wave, she could only nod before May wrapped her in a hug as she continued her fit.

It was two hours since she got the news and Michelle had been certain at the time that she'd never feel safe again, but that moment with May changed everything. Michelle was afraid she'd never be able to let her go. She discovered that day that neither she nor her father were indestructible, and that was enough to shatter her entire world.

* * *

Part 2 summary:

 _Unable to see through the fog of her own grief, Michelle becomes obsessed with getting revenge against Oscorp for what it has done to her family. With or without Spider-Man's help, she sets out to take the corporation down from the inside. Starting her new internship there, Michelle's mission is complicated enough when a self-obsessed rich kid named Harry Osborn walks into her life. Still not privy to Spider-Man's true identity, Michelle finds herself juggling her crush on the masked hero while settling in with her new custodial family: the Parkers._

 _Still attempting to understand his connection to Michelle, things only get more complicated for Peter when she moves into his home just when concealing his identity is most necessary. While trying to drive her away from this obsession with Oscorp, Peter struggles against nightmares about his past, finally confronting the events that made him who he is today._

* * *

 _A/N:_ For those who want the short version of this A/N, here are the last things I'd like you to read:

The next part continues where the story left off here, however, the plotline is different now that the stealing plot has been resolved. That merits a new story, for me, since the next plot will also be self-contained.

If you intend to continue with this series, be sure to talk to me. I am making a few changes to the series based on what I _think_ you want, but if there's anything you want to see, or you want to make sure I don't cut out something you enjoyed, please be sure to talk to me. I also accept anons on my tumblr! I think there's just enough readers between FF, AO3, and Tumblr that it'd be easy to tailor the story a little. I've had a chance to talk to a few readers already and it's been so great. Your opinions mean a lot to me! 3

The extended version of this author's note is linked on my profile. It includes a link to the short introduction to Harry Osborn. This same Tumblr will hold excerpts, deleted scenes from this story that I plan on posting, requests, any general voting matters, etc, so be sure to stay tuned. It's been great, everyone. Thank you!

The next part is called "Guess I Need You", you should be able to find it through my account/profile. It's already up so be sure to go and subscribe!


End file.
